Mastering Bylaws - Federation of Calgary Communities

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Bylaw Basics

November 12, 2009

City of Calgary

Contents

Governance

Incorporation of Societies

Bylaws - the fundamental governing rules

Needed components of bylaws

Membership

Meetings

Government

Management & finances

Changes to bylaws

Resources & Links

Checklist & examples

Discussion & questions?

Expectation

If you are a society in Alberta, the expectation is that you will

GOVERN the organization in a democratic, efficient and effective way, according to your

BYLAWS AND POLICIES on behalf of the

PEOPLE YOU SERVE.

Governance

Governance is all about relationships and how we organize ourselves to do work

Each of the 3 areas are needed for strong

& effective governance

Fiduciary – define problems & reviews performance – oversight & authority

Strategic – solves problems & shapes strategies

Generative –frames problems & engages in sense-making – gives fresh perspective

Governance

Good governance can be in 3 concepts;

Strategic

(logical)

Governance as Leadership

Generative

(expressive)

Fiduciary

(productive)

Options for Incorporation

FOR NOT-FOR PROFIT ORGANIZATIONS

Societies Act

Alberta Companies Act

The Canada Corporations Act

Other Special Statutes

Cooperative Associations Act

FCSS / Children’s Services Act

Agricultural Societies Act

Religious Societies Land Act

Etc.

Private Act of Legislature

Incorporation

Most not-for-profits in Alberta incorporate under the Societies Act

However Section 3 states:

“Five or more persons may become incorporated…or other useful purpose, but not for the purpose of carrying on a trade or business.”

Need application for incorporation and the

Bylaws for the society

Application includes: Name of the Society

Objects of the Society

Incorporators of the Society

OTHER CONSIDERATIONS

Under which Act is your organization incorporated?

What is your status under this Act?

Are you current with respect to any necessary filings?

Does your organization answer to any other governing bodies?

Are there any formal partnership agreements?

Does your organization have to meet licensing requirements?

Are you a chapter organization which answers to another governing body on a regional, provincial or national level? What are those levels and accountabilities?

Bylaws

Bylaws are the fundamental governing rules and regulations of any society.

State how the society is to be governed and how the powers of the society are to be exercised.

Ground rules that the board uses to develop its structure, clarify roles, responsibilities and functions, and establish meeting and voting procedures.

May be called the Constitution, Charter, or Rules and Regulations or a combination of these terms.

Specific Techniques for Drafting Bylaws

Definitions – glossary with terms and acronyms

Draft carefully & use consistently

Plain Language – short sentences with 1 idea and short paragraphs

Numbering – Number each separate paragraph for reference

Content of Bylaws

1. Name of the Society*

2. Bylaws*

3. Definitions

4. Membership in the Society

Terms of Admission*

Rights of Obligation*

Conditions of Withdrawal*

Expulsion*

5. How to Draft Your Bylaws

Mode and time of calling general and special meetings*

Quorum*

Rights of Voting*

6. Governance Structure of the Society

The board of directors*

The executive

The committee

Appointment and Removal*

Duties and Powers*

Remuneration*

7. Management and Financial Matters

Registered office

Seal of the Society*

Financial records and books*

Minute books and other records*

Borrowing powers*

Audit*

Indemnities

8. Amendments*

9. Dissolution*

*These are the minimum requirements of the Societies Act.

Introductory Articles

Preamble – short paragraphs including the name & this document is the bylaws

Name must have: one of the required words, a descriptive element, a distinctive element

Definitions – a glossary defining terms and acronyms

Objects of the society –drafted clearly and precisely as they define what the society has the power to do

Drafting Bylaws: Membership

Membership Who the members are & how

What their rights and duties are as members

Categories of members

Examples often used: Voting Members, Honorary Members,

Affiliated Members, Junior Members, Life Members, Active

Members, Non-Voting Members, Associate Members, Senior

Members, Young Members, Full Members

Admission of members How does a person become a member?

Withdrawal of membership

Voluntary

Expulsion or suspension

Membership Fees – who decides, when are they due, etc.

 not the amount

Rights & Obligations – of each category of members

Meetings

Annual General Meeting - AGM

Section 25 of the Societies Act states:

“25 A society shall hold an annual general meeting in

Alberta and shall present at that meeting a financial statement setting out its income, disbursements, assets and liabilities, audited and is signed by the society’s auditor.”

There is no right or wrong time to hold the AGM.

What is the best time for your particular society?

The bylaws should allow the AGM to take place as long as four months after the end of the fiscal year. It can take that much time to prepare financial statements.

Meetings- Annual General Meeting

Who calls the AGM? You must state who calls the AGM and who chooses its actual time and place.

 board of directors usually calls the meeting or the executive or the president

Bylaws must specify the length of time required for notice.

Be careful that the time is not too short.

You must give your members a minimum of 21 days’ notice for a special resolution.

You may notify members of the meeting using:

A notice in a society newsletter

A notice published in newspapers

A notice may be circulated by e-mail

Posters placed in a location where most members gather

What is the AGM Agenda? - decide the business of the AGM

Bylaws should include:

A standard agenda for the AGM

Other agenda topics added by the board of directors

Other specific motions that any member has given notice of before the meeting is called

General Meetings : Include all prior info.

Other Regular General Meetings

Special General Meeting

Who can force the board to call a special general meeting?

What business can occur at this meeting?

What notice do members require?

What are the Procedural Rules for General meetings?

What is the quorum for meetings?

Are the meetings open to the public?

Who chairs the meeting –usually the President

How does the meeting adjourn?

How does voting occur? Special structure? By proxy?

What majority is needed?

Does the President or chair vote?

What happens if a member dose not get notice of a meeting?

Meetings: specify the basic rules

When to hold meetings

Who call the meetings (& how)

Who votes

How the votes occur

Governance Structure

Body/bodies that govern between general meetings

Basic Structure –what type of board?

Policy governing board

Administrative governing board

Board -"9(4)(d) The bylaws that accompany the application shall contain provisions for all of the following matters:

(d) the appointment and removal of directors and officers and their duties, powers and remuneration.”

Board of Directors

Board is required – may be called;

Executive, council, board of governors, board of administrators etc.

The powers & duties of the board

The Societies Act requires a meeting of all members to address certain important business. The matters are:

Amending the bylaws (s. 15)

Amending the objects (s. 16)

Issuing debentures (s. 18)

Surrender of Certificate of Incorporation (s. 34)

Winding up (s. 35(1))

Board of directors can legally deal with all other matters, unless restricted in the bylaws

Board of Directors

What size is the board?

Who are the directors?

How do are they elected?

Can a director be re-elected?

What are the terms for board members?

Other requirements for electing directors?

Can a director resign? Be removed?

How is a board vacancy filled?

How often does the board meet?

What rules govern the board meetings?

Executive Committee

May not need executive

If large society, no paid administrator, then board may be policy-making body and executive is management body

Consider;

Is an executive committee needed?

What is the relationship between board & executive (& administrator)?

Define roles & responsibilities of executive an administrator

Executive Committee

Bylaw to allow the board to delegate powers to the executive committee

How large is the executive?

Who is on the executive?

What rules govern the meetings of the executive committee?

Officers

Must have some officers

Minimum usually a president & secretary

What are the responsibilities and duties of each position?

How do we select the officers?

Can an officer resign? Be removed from office?

How do we fill a vacancy?

Other Committees

Bylaws should state that the board has the power to set up committees

Can give the board power to assign functions, responsibilities, and powers

What are the permanent or standing committees?

Executive

Nominating

Membership

Finance or fundraising

Personnel etc.

Other Committees

What are the relationships between committees & board or executive?

What are the duties of each committee

How do we form the committee?

How do we fill vacancies on committees?

What rules govern the meeting of the committees?

Management & Finances

Bylaws must describe important administrative, financial & management matters

Registered Office – choose the city/town only (not address)

Seal of the Society –shows authority

Adopting a seal

Who controls it

How & when to use the seal

Who countersigns the seal

Management & Finances

Fiscal Year of the Society – any consecutive period of 365 days

When is the AGM? Have a date reasonably close to AGM

What are the fiscal years of major sponsors?

Is there a natural season?

What about finances & society’s books?

Must keep books properly

Who signs the checks?

Who keeps the books

Who audits the books –Audit must be presented at AGM

What about contracts of the Society?

Management & Finances

What are the borrowing powers of the Society?

May not borrow without bylaws

This includes overdraft - so include some authority for the board to borrow small sums

Will board members be paid honorariums?

Be careful about paying members for additional services

What about indemnity & protection for directors & officers?

Not absolute protection

Should have adequate insurance protection too

CHANGES TO YOUR BYLAWS

May need to make fundamental changes to its structure or bylaws occasionally

The Societies Act has special requirements on bylaw changes:

Amending the bylaws

Changing the objects

Issuing debentures

Surrendering the Certificate of Incorporation

CHANGES TO YOUR BYLAWS

These changes must have the approval of the members

Must be a special resolution at a Special

General Meeting called for that purpose or an

Annual General Meeting.

Must be at least 21 days’ notice to all members.

At least 75% of the members who vote at the meeting must approve the change.

Your bylaws must state the procedure for amending the bylaws or the objects of the society.

WHAT IS INVOLVED?

Re-drafting bylaws can be a simple or timeconsuming procedure;

 has it been done on a regular basis?

are there are issues that cause conflict or contention among members?

What is the availability of the writing team?

Changes require ratification by a majority vote of members, according to the quorum numbers identified in your filed bylaws

And provided that notice of any proposed changes was forwarded to each member with the notice of meeting as specified in the filed bylaws.

HOW LONG WILL THIS TAKE?

Once drafted, the change procedure will take twenty-one days or more. Additional fees may be required.

Bylaws must be dated and signed by the same 5 people who signed the application (if they are the original version), or by the people who are listed on the records as the duly elected directors.

Signatures must be witnessed (signature and address).

Bylaws, including amendments, do not come into effect until the Registrar has received them, reviewed them, approved them and stamped them “filed” and returned the stamped copy to the organization. This can take up to six weeks.

Resources on Bylaws

City of Calgary – Recreation Coordinators

Alberta Culture & Community Spirit,

Community Development, kim.rowe@gov.ab.ca

Board Development Program, http://culture.alberta.ca/bdp/default.aspx

Drafting & Revising Bylaws – PDF workbook http://culture.alberta.ca/bdp/workbooks/

Drafting_%20Revising09.pdf

Resources on Governance

City of Calgary – Recreation Coordinators

Alberta Culture & Community Spirit,

Community Development http://culture.alberta.ca/communitydevelopment/default.aspx

CentrePoint for Non-Profit Management http://www.thecentrepoint.ca/today/index.html

Other Resources

How to Incorporate a Not-For-Profit Society (Alberta)

How to Register a Charitable Organization (Alberta) http://www.servicealberta.ca/900.cfm

http://www.servicealberta.ca/661.cfm

How to Register a Charity (Government of Canada - Canada Revenue Agency) http://www.cra-arc.gc.ca/tx/chrts/menu-eng.html

Registering A Charity for Income Tax Purposes (Handbook) 1-800-267-2384 for toll-free calls (English); http://www.cra-arc.gc.ca/E/pub/tg/t4063/t4063-e.html

Societies Act http://www.qp.gov.ab.ca/documents/acts/S14.CFM

Societies Regulation http://www.qp.gov.ab.ca/documents/regs/2000_122.cfm

Keeping Records (Canada Revenue Agency) http://www.cra-arc.gc.ca/E/pub/tg/rc4409/rc4409-e.html

Board Development Information Bulletins http://culture.alberta.ca/bdp/bulletins.aspx

Voluntary Sector Publications (Insurance etc.) http://www.culture.alberta.ca/voluntarysector/publications.aspx

Service Alberta – Corporate Registries http://www.servicealberta.ca/Corporate_Registries.cfm

Corporate Link is Corporate Registry's automated telephone information service. The link provides information via Corporate Link Codes on Alberta and extra-provincially registered corporations, trade names, partnerships, limited partnerships, and non-profit organizations. Telephone number:

780-427-2311 Edmonton, Alberta, Canada (AB RITE line 310-0000)

Resource Centre for Voluntary Organizations http://www.rcvo.org/

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