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CPF National By- laws Committee Meeting April 18-19 2015.

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Presentation on theme: "CPF National By- laws Committee Meeting April 18-19 2015."— Presentation transcript:

1 CPF National By- laws Committee Meeting April 18-19 2015

2 Legal implications √ Compliance with the law: Certificate of Continuance was issued to the corporation by Corporations Canada. √ By-laws as completed at AGM 2013 (February 2014 version) now on file. √ No action taken at AGM 2014 – Defer to By- laws committee for further changes, amendments, etc.

3 Legal implications In December 2014, Article of Amendment was issued/accepted updating our objects of the corporation to be in line with the By-laws. √ X Letters Patent not in line with By-laws on file. Need update / amending at this AGM 2015. Any other proposed changes are for CPF internal purposes – not for compliance with the law. (Part 19 has now automatically come into force with the NFP Act – overrides.)

4 Purpose of the NFP Act The NFP Act gives corporations: a clear set of rules to govern their internal affairs; simplified processes that mean less red tape; more flexibility to make fundamental changes, that were not permitted under the CCA; Organizational changes will be possible; a more objective standard for the duties and responsibilities of directors that will help reassure those who decide to be on a board of directors. modern corporate governance provisions for corporate records, holding meetings, issuing debt obligations, etc. (e.g., provide flexibility in holding meetings, the by-laws will set out the methods of providing notice and the manner of absentee voting.) provisions crafted to reflect the unique characteristics of the not-for- profit sector.

5 Purpose of the NFP Act Broad discretion for organizations to adopt by-laws to fit their individual needs: streamline by-laws to focus on specific day-to-day needs; flexibility through by-laws selected to provide the best solution for a specific corporation (e.g., notice of meetings of members; absentee voting; quorum at meetings; electronic communication) within the options and requirements in the Act and regulations; and possible to override certain default rules in the NFP Act through provisions in the by-laws.

6 Our immediate process involves: Review Your Letters Patent and By-laws; √ Prepare Articles; Completed Create By-laws; FINALIZE Agreed Version Get Members’ Approval; AGM 2015 File the Required Documents with Corporations Canada. National Office November 2015 Orientation and Training on the NFP Act, the streamlined By-laws and focus on Policy Framework

7 Distinction between By-laws and Policies A lot of the details in current by-laws will not be required because of default rules set out in the NFP Act. Avoid drafting by-laws provisions that are now addressed in the Act. The Act’s provisions take precedence over by-laws! Should the Committee feel strongly that such provisions must still be included, then exercise extreme caution to ensure these do not contravene the legislation. For example remove: Statement that operations may be carried on throughout Canada; Statement concerning no pecuniary gain to members; Removal of directors; Appointment of ex-officio directors; Powers of the board of directors to manage the corporation; Annual meetings of members; Appointment of auditor; Report by auditor; and Enactment, amendment or repeal of by-laws.

8 Streamlining By-laws By-laws will no longer be reviewed and approved by the Minister of Industry. Since the NFP Act contains many rules, there is broad discretion for organizations to adopt streamlined by-laws to fit their specific needs. There are only two mandatory by-law provisions: conditions for membership; and notice of member’s meetings. Statement of purpose and restrictions on activities will be important for a registered charity.

9 Best Advice Avoid attempts to compare the by-laws revisions to existing by-laws. While this may seem counter- intuitive, attempts to make such comparisons will only muddy the waters and confuse members. Prior to AGM, conduct a working session to share the NFP requirements, feature the mandatory provisions, clarify role of policies as they relate to by-laws. Answer questions from members. At AGM, propose updated By-laws (including revised Letters Patent). Requires two-thirds majority vote.

10 The New NFP Act New Rights and Powers of Members The new Act changes the relationship between the members of an organization and its board of directors. Briefly, it expands and clarifies the rights and remedies available to members, and includes new procedures that must be followed. For example: members of non-voting membership classes will have the right to vote in relation to some fundamental decisions, despite past bylaw provisions and practices. members of the organization have the right to apply to a court for leave to commence a derivative action – a court action against the directors and officers of the corporation in the name of and on behalf of the corporation (where the actions of the corporation, its directors or officers may be oppressive, unfairly prejudicial or done in unfair disregard to the interests of the members.)

11 Following AGM 2015 National By-laws and Policies Committee – Member Composition, Terms of reference Work of the Committee – Review and develop a Policy Framework Support orientation and training on governance (Review of content, delivery, formats, etc.) Identify key governance trends and issues

12 Following AGM 2015 Orientation / Training for Governance as Leadership Understanding the NFP Act and By-laws Developing a National Policies Framework Duties and Responsibilities of Directors of NFP Corporations – Thinking strategically Moving toward Generative Governance

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