4-Phase Process: Preparing Bylaws and Constitution for the new Societies Act
(Click any of the images in this post to see them full-sized)
With the knowledge that most aspects of the new Societies Act will come into force as of Nov 28, 2016, Vantage Point decided to move quickly to look at our current bylaws and constitution, in order to put forward revised bylaws and constitution for member approval at our AGM in April, 2016. We are excited to share our journey with you as we understand the anxiety that preparing for the new Act brings to all of us!
As a starting point, I share the key phases and associated processes that Vantage Point identified for how to tackle a review of current bylaws and constitution, to ultimately ensure compliance with the new Act.
A note to remember: one process will not fit all. This process worked for us; whether you engage a lawyer to draft your new bylaws, or take them on through a task force, we believe these four phases will support a smooth transition to the new Act.
(starts minimum 3 months prior to AGM; ends minimum 6 weeks prior to AGM)
Goal: Bylaw Review Task Force Recommends Draft Bylaws and Constitution to Board
Approximately 3 months prior to our AGM, we struck a Bylaw Review Task Force. The task force comprised of the Executive Director, three board members with relevant knowledge and interest, and an additional staff person.
The main goal of the Bylaw Review Task Force was to recommend revised bylaws and constitution to the Board for approval at least three weeks prior to the AGM. To achieve this goal, the task force undertook the following key steps:
- Draft and finalize Bylaw Review Task Force Terms of Reference
- Attend new Societies Act Workshop to gain increased understanding of the relevant changes
- Review and amend current bylaws and constitution to ensure compliance with new Act
- Propose amended bylaws and constitution to Board for feedback, at a minimum three weeks prior to board meeting before AGM
- Engage legal expertise to review draft bylaws and constitution
(starts minimum 6 weeks prior to AGM; ends minimum 3 weeks prior to AGM)
Goal: Board Approves Revised Bylaws and Constitution
The Bylaw Review Task Force provided the Board with draft bylaws and constitution six weeks prior to the AGM. The board had the opportunity to review and provide relevant feedback on the revised governing documents in advance of the board meeting (preceding the AGM) At the board meeting itself, we provided time for board members to discuss any outstanding concerns before asking the board to approve the new bylaws and constitution.
During this phase, the Bylaw Review Task Force communicated via email and in-person regularly to address key board member concerns. They actioned all associated changes in time to recommend a final version of bylaws and constitution for Board approval.
The Bylaw Review Task Force also recommended the special resolution to be put forward for Member approval at the AGM. It is important to note that in Vantage Point’s case, as outlined in our Special Resolutions, the new constitution will come into effect right away. The new bylaws will not come into effect until Nov 28, 2016, when we complete the electronic filing to transition to the new Act. In this way, our organization continues to operate with bylaws that are compliant with the current Act, until the new Act actually comes into force.
(starts minimum 3 weeks prior to AGM; ends on date of AGM)
Goal: Members Approve Special Resolution to Adopt New Bylaws and Constitution
With Board approval for the new bylaws and constitution, the staff team moves forward to ensure all preparations for the AGM are finalized, including communication to Members that include:
- Notice of AGM
- Notice of special resolutions
- Links to full text of new bylaws and constitution
At the AGM itself, Members will be asked to approve the adoption of the new constitution and bylaws, under separate special resolutions. As per our current bylaws (and the requirements of the current Act), these votes will require 75% of those members present, in person, voting in favour.
(starts AGM and ends upon transition to the new Act)
Goal: Complete Organizational Transition to the New Act
Following our AGM, Vantage Point will have a new constitution, compliant with both the current and the new Act. We will also have an approved set of bylaws to come into force as soon as Vantage Point completes the electronic filing process with the Registrar to “transition” to the new Act.
The key milestone to note prior to transition (on or after Nov 28, 2016) is for the Board to approve the organizational transition to the new Act. For Vantage Point, this will take place through board resolution no later than our Oct 2016 board meeting.
Upon transition, we will file the bylaws that were approved at the April 14, 2016 AGM and those bylaws will immediately come into force.
While we are only midway through our own process of preparing for transition, stay tuned for a follow-up blog that will look specifically at areas of our bylaws and constitution that generated the most in-depth discussions by our Bylaw Review Task Force and board as a whole.
A reminder that we have additional information and key resources on the new Societies Act at our previous blog post and through the recently updated FAQ, thanks to Michael Blatchford and Bryan Millman at Bull, Housser & Tupper.