Bylaw Amendment Proposal Overview Presentation Bylaw Amendment - - PowerPoint PPT Presentation
Bylaw Amendment Proposal Overview Presentation Bylaw Amendment Agenda 1. Rationale for Bylaw Amendments 2. Bylaw Amendment Vote (Proxy voting only) 3. Society Act & New Societies Act 4. Bylaw amendment(s) Timeline 5. Mandatory
Remove ambiguity and redundant sections Refine wording to clarify and simplify language Restructure for flow Ensure intent for proxy voting is properly reflected Align governance rules and current operational practice Refine rules for use of donations/endowments Provide for enhanced governance on finances Simplify transition to new Societies Act
Currently, The Land Conservancy of BC, as a not-for-profit is governed by the Society Act of BC In March 2015, a new Societies Act was introduced in the Legislature and the new law was passed in April 2015 The Societies Act is not currently in force but will likely be brought into force sometime in 2016 The TLC will need to amend its bylaws once again within two years of coming into force to, at a minimum, reflect references to the Societies Act rather than the Society Act. There are no changes to required mandatory inclusions within the bylaws under the new Societies Act
Nov/December 2015
amendment discussion
“proxy”
regarding “proxy” definition with Registrar
proposed changes
bylaw commentary
January 2016
commentary closing
February/March 2016
Bylaws
2016?
conform with Societies Act
if substantive changes are made (i.e., beyond changing reference to Societies Act).
The Society Act currently stipulates that the following provisions must be included in some form within the bylaws:
Society Act [RSBC 1996] CHAPTER 433 Section 6 (1) Bylaws (a) the admission of members, their rights and obligations and when they cease to be in good standing; (b) the conditions under which membership ceases and the manner, if any, in which a member may be expelled; (c) the procedure for calling general meetings; (d) the rights of voting at general meetings, whether proxy voting is allowed, and if proxy voting is allowed, provisions for it; (e) the appointment and removal of directors and officers and their duties, powers and remuneration, if any; (f) the exercise of borrowing powers; (g) the preparation and custody of minutes of meetings of the society and directors.
Simplified wording for improved clarity Added a definition for “proxy”, “Senior Staff” and “Special General Meeting” Provision to delegate responsibilities to staff (actual current/historical practice) Board retains responsibility for ensuring actions are taken/followed as per Society Act
Addition of requirement to be a member 45 days before voting rights granted. Adds lifetime member category Adds provision terminating membership 45 days after notice of dues owing, while providing a provision to renew membership during registration at a meeting. Guidance around Special Resolutions for expulsion of members
Substantive changes with the addition of a provision for staggered terms of Office a (2 or 3 year term) to allow continuity on the Board. Simplifies the nominating committee procedures and reducing notice to 60 days and requiring members to nominate 45 days prior to the AGM. Increases required meetings from 4 to 6, sets quorum at 4, provides deciding vote to Chair Creates provisions for Committees of the Board including participation from membership Added Society Act provisions outlining conditions for remuneration of Directors (for non-Board activities) and to address conflicts of interest and full disclosure Adds in camera provision to deal with sensitive negotiations and preclude undue influence Adds provisions for removing a Director who is not fulfilling responsibilities of Directorship through failure to attend meetings (> 2 consecutive meetings missed without reasonable explanation). Allows Secretary or Treasurer to delegate duties to staff.
Clarifies proxy voting procedures. Permission to delegate administration and documentation of registers to staff (as per current operations). Clarification of Timing of AGM
While the Society Act (s.56) requires the AGM to be held within 15 months of the prior AGM, the TLC must also present the Financial Statements within 6 months of the Fiscal Year end (s.64(2)(b)). As TLC presents Audited Financial Statements at the AGM, the section has been clarified for this purpose.
Alignment of AGM notice period with Society Act s. 60 A society must give not less than 14 days' written notice of a general meeting to those members entitled to receive notice of a general meeting, but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.
Major revisions. Adds requirement for endowment and trust funds to be held in a separate account (aligned with legal requirement). Adds requirement for expenditures to align with approved budget; non- budgeted expenditures require approval of the Board. Inspection of TLC records altered to comply with BC Freedom of Information and Protection of Privacy Act to ensure membership information is protected.
No substantive changes proposed for Parts 14-16. Part 17 deleted in its entirety as not required (redundant) due to provisions being outlined in the Society Act proper and in Part 11 of the revised bylaws. Current content under Part 17 not aligned with Section Title.
Part 18 (existing) renumbered as Part 17 under the proposed bylaw amendment given deletion of old Part 17. Added endowment limitations to a minimum $10,000 contribution if a new endowment is requested by a donor given the segregated investment restrictions of Community Foundations such as the Victoria Foundation which administer endowments on behalf of the TLC. Added provisions for Board Directors to refuse donations, bequests, gifts
the Society in disrepute. Part 19 (existing) renumbered to Part 18 but otherwise no substantive changes proposed.
Part 19. Acquisition, Protection and Disposition of Property. Entirely new. Provides the foundation for the new operating principles of TLC in respect to acquisition and protection of special places.
Acquiring mortgages Issuing Mortgages
Part 20. Protection of Property. Deleted. Part 19 outlines the protection mechanisms TLC will use to provide protection via the placement of
processes outlined in Part 19 will ensure protection in perpetuity.
(i) “Proxy” means an appointed agent of a member at a meeting of the Society subject to restrictions and requirements outlined in the Bylaws. (e) “Senior Staff” means a Staff Director employed by the Society (m) “Special General Meeting” means a meeting held at the request of the Board
General Meeting and/or meetings requested by the membership pursuant to the Society Act.
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4.02 The Board Directors may appoint committees and sub-committees with representations from the membership from time to time as they deem necessary or
Board Directors, suitable to act on such committee or sub-committee may be appointed by the Board Directors to such committee or sub-committee. The composition, roles and responsibilities of committees are as follows: (a) All committees will be chaired by a Board Director; (b) Committees may request the attendance of a staff representative, where and when appropriate; and (c) All Committees will follow the direction of, and report to the Board. Back
5.10. The Board of Director may, at their discretion, determine that certain items discussed at Directors’ meetings are held in camera, to protect sensitive information to the Society that involve discussions or negotiations with third parties and/or matters around issues pertaining to personal information of
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11.05. Expenditures will only be allowed in accordance with an annual budget that has been approved by majority vote of the Board Directors, prior to the beginning of the new fiscal year. Expenditures outside of the approved budget will only be allowed in emergency situations and/or subject to the provisions/restrictions outlined in the Financial Policies of the Society. 11.06. The Board of Directors may borrow money on behalf of the Society for the purpose of meeting required mandatory operational
Society to be in a deficit position for more than one full year. 11.07. Notwithstanding s.11.06, the Board of Directors may borrow money for the purpose of acquiring properties that are in alignment with the Constitution of the Society, subject to restrictions outlined in Part 19 of the Bylaws.
Duties of directors Section 25 (1) states that A director of a society must (a) act honestly and in good faith and in the best interests of the society, and (b) exercise the care, diligence and skill of a reasonably prudent person, in exercising the powers and performing the functions as a director. No exceptions from statutory duties, Section 26 States that, “Nothing in …the bylaws, or the circumstances of a director's appointment, relieves a director (b) from a liability that by a rule of law would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the society. Back
11.03. Such portion of the income or capital of the Society shall be distributed in each year in order to ensure that the Society shall at all times qualify as a registered charity under the provisions of the Income Tax Act (Canada) as amended from time to time. 11.04. All donations of money made to the Society shall initially be deposited into its general account and a receipt shall be given in the form required by the Income Tax Act for the type of donation made. Monies for endowments and specified trusts will be transferred to other accounts, as specified under Part 17 of the Bylaws, at the earliest time possible. Back
56 (1) The first annual general meeting of the members of a society must be held not more than 15 months after the date of incorporation, and after that an annual general meeting of the society must be held at least once in every calendar year and not more than 15 months after the adjournment
64 (2) The financial statement must be for the period (b) ending not more than 6 months before of incorporation or, if the society has completed a financial year, at the end the annual general meeting. Back
17.02. The Board may refuse to accept any donations, contributions, gifts, or bequests that the Board considers: (a) To be contrary to any Provincial or Federal law, (b) Might put the Society in disrepute; (c) Might put the Society at financial risk; or (d) Contains stipulations that may be seen to be contrary to the objectives of the Society. Back
The existing bylaws allow for the acquisition of mortgages as follows: 11.10 The Directors shall have the power to purchase, trade, manage, sell, lease, and mortgage land and interests in land, provided that such transactions are consistent with the Constitution of the Society. 11.11 In the absence of any direction by the donor of assets other than monies, the Directors shall have the power to sell, exchange, manage, lease, rent, or retain any assets, provided that such actions are consistent with the Constitution of the Society and the Bylaws. Back
Currently/proposed, we are outlining that we may:
Acquire properties through a mortgage (19.02) Cannot re-mortgage properties (19.05) Can receive mortgages for the transfer of properties (income) under limited
solely as an intermediary to facilitate the preservation of land that would
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11.08. The Board of Directors may, subject to restrictions outlined in other governing Federal or Provincial laws, issue mortgages in the name of the Society, to buyers of prospective covenanted properties, in order to allow property transfers of covenanted properties in support of property owners wishing to establish covenants on their property, as these properties are
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Bylaws are the rules and procedures for how a nonprofit corporation will
In general, bylaws should address basic activities, such as:
governance, such as whether the org is controlled by a board or by its membership when and how board meetings will be held and conducted how board directors and officers will be appointed or elected number of directors for your board, their required qualifications, and their terms of service Responsibilities of Board Directors and/or Officers voting procedures, such as what constitutes a quorum so that your board can make a decision how committees are created and discontinued rules to address potential conflicts of interest how the bylaws can be changed or amended Sources: Adapted from Digital Media Law Project; Joanne Fritz