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 Requirements within Bylaws 6. Bylaw Overview 7. Questions and Answers
Rationale for Bylaw Amendments 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
Society Act & 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
Timeline Nov/December February/March 2016? January 2016 2015 2016 • Proposed bylaw • Mid-January – • Membership Vote • Bylaw amendment to amendment discussion commentary closing Bylaws conform with Societies Act • Voting – Definition • Bylaw redraft • Filing with Registrar “proxy” • Vote may be required if substantive • Filing of Amendment changes are made regarding “proxy” (i.e., beyond definition with Registrar changing reference • Comments on to Societies Act). proposed changes • Receipt of membership bylaw commentary
Mandatory Requirements 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.
Part 1: Definitions 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
Part 2: Membership 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
Parts 3 – 6: Board of Directors 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.
Parts 7 – 10: Meetings/Registers 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.
Parts 11 – 13: Finance, Reporting & Records 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.
Parts 14 – 16: Notice & Liability Part 17 (existing): Amendments to Bylaws 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 & 19 (existing): Charitable Status, Donations, Bequests; Standards 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 etc. when contrary to the constitution, law or may cause financial risk or put the Society in disrepute. Part 19 (existing) renumbered to Part 18 but otherwise no substantive changes proposed.
Parts 19 & 20: ACQUISITION, COVENANT, AND DISPOSITION OF PROPERTY 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 covenants. In future, properties will not be declared inalienable; rather the processes outlined in Part 19 will ensure protection in perpetuity.
Bylaw Definition Amendments (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 of Directors to deal with special business not customarily addressed at the Annual General Meeting and/or meetings requested by the membership pursuant to the Society Act. Back
Bylaw Sections - Committees 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 desirable. Any member in good standing who is willing and, in the opinion of the 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
Bylaws – In Camera 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 others. In camera discussions will be so noted in the Minutes. Back
Recommend
More recommend
