Proceedings At Meetings (Societies Act FAQs)

What is a member proposal?

A “member proposal” gives members the ability to place issues on the agenda at a general meeting. This is a new provision under the Societies Act. The proposal must be in writing, less than 250 words, submitted and received by the Society no later than 7 days before the AGM.

How often can a Society update its bylaws?

Bylaws can be changed at any meeting of members. A Society's directors can call a general meeting at any time they wish, pursuant to s74 of the Societies Act. At a general meeting, a society can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

What is an ordinary resolution?

Most of the business requiring voting by a society will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the society and appointment of a new director in the event that one is removed. The bylaws of the society may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (50%+1) of votes cast by present voting members in accordance with the Act or rules specified in the societies’ bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the society.

What is the difference between ordinary and special resolution? And when do we need a special resolution?

A special resolution is required when a resolution will have particular significance to the structure or ethics of the society. The Act sets out when a special resolution is required:

• the constitution or bylaws of the society are altered
• a director or other member is removed from the society or disciplined
• the society wants to enter into a contract that may result in a conflict of interest for a director
• other significant financial alterations to the society, such as liquidation, sale of assets, or leasing of assets

If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the Act or unless otherwise specified by the societies’ bylaws. The Act provides that the bylaws can increase the threshold of required votes needed for a Special Resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the society.

How many people do we need for an ordinary or special resolution?

The new Societies Act requires a 2/3 threshold to pass a special resolution. An ordinary resolution can be passed by simple majority. In either case, it is the number of votes cast by the voting members present that counts, no the total current membership of the society.

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