Changes Made to the Bylaws in 2011

Changes to the Society Bylaws were passed in 2010, but rejected by Alberta Corporate Registries, as they did not include a section of "Special Meetings." An updated version is proposed for the 2011 AGM.

Summary of Changes Proposed in 2011

• 8. - The "meetings of the membership" section was divided into a "General Meeting" and "Special Meeting" subsections to meet the requirements of the Alberta Government. The rules surrounding these meetings remain the same.
• 6.e. - A fixed date for the beginning and end of Board terms has been set in place, starting and ending Board terms on December 1 each year. The AGM is now required to happen on or before December 1 (previously was December 31).

Rationale:Currently the Board changes over immediately after the AGM, and there's very little transition. While it's still possible with these changes that a late AGM could be scheduled, it's expected that we'd stick to our September-ish schedule, and have more overlap between the old and new board.

Summary of Changes Approved in 2010

• 2.b.ii. - Added lifetime provision to honorary membership.

Rationale: Nothing was explicitly stated in the previous bylaws regarding how long an honorary membership was good for, which may result in ambiguity. Ambiguity in the bylaws rarely ends well. Lifetime isn't necessary, but seems appropriate, as honorary memberships are intended for extraordinary members. Alternatives include "the board shall explicitly state the valid term of an honorary membership at time of approval" or "Honorary memberships are valid x years, unless subsequently revoked or resigned in accordance with section 2.g or 2.h, and may be renewed at the discretion of the board."

• 2.b.iii. - Added the provision that a recently lapsed member may immediately regain "good standing" status upon payment of dues.

Rationale: The one month delay is intended to prevent the stacking of a General Meeting after it is called with new members for a single issue. People who have forgotten to renew their memberships should not be prevented from having a vote in the affairs of the society when this oversight is brought to their attention.

• 2.c.iii. added - This provision allows the board to waive dues as they deem appropriate.

Rationale: The board's ability to set dues has always implied the ability to set dues of $0 if they so choose. This clause makes it explicit that dues may be waived for members without making them honorary members, which will be reserved for extraordinary people.

• 3.a. - the size of the Board has been changed from 5-11 to 7-12. A list of secondary director portfolios has been removed.

Rationale: Board quorum is 5 people, a five person board would rarely have quorum, and
the list of secondary portfolios was rigid and unable to change with the organization. Most particularly, the portfolio of "office director" was irrelevant in an organization with staff.

The allowance for a twelfth board member is slightly random, but as EBC is a large and multi-faceted organisation, a slightly larger board seems reasonable.

• 6.c. - Added this section and renumbered subsequent subsections. This provides allowance for acclamation.

Rationale: If someone is opposed to some board members nominated, they can nominate more and force an election. Acclamation simplifies the process if fewer people are nominated than there are openings.

• 6.e. (formerly 6.d.) - Shortened to simply provide for 2 year terms without the requirement for 50% election every year.

Rationale: The old bylaws required that, in the event that some board members resigned and more than 1/2 the board was up for re-election, some board members would only be elected to 1-year terms. This was administratively complicated (required a secret ballot vote even if there were no more candidates than board positions), and seemed that it would be hurtful to those who were elected, but only for one year.

There will always be some turnover of board members before their terms are up, as people's circumstances change, so attempting to force a 50% turnover every year is an ideal that is unlikely to ever be reached.

• 10.a. - Removed "and payments made by cheque, signed by two officers of the board."

Rationale: The world has changed since 1995. Electronic payment is now the norm. Removing this clause allows the board to set financial policies to ensure sufficient controls, while still allowing us to use conveniences like web banking, automatic withdrawal and direct deposit paycheques.

• 10.c. - Added the requirement that a person without signing authority reconcile the bank accounts.

Rationale: This is a basic fraud prevention provision, requiring that someone who has no control over society funds look at them regularly and be aware of where and how money is being spent.

• 10.f. - Changed to simply indicate compliance with the law.

Rationale: The existing bylaws required filing our society annual return with 30 days of the society's anniversary of registration (August 8, so deadline Sept 7). Our fiscal year ends August 31, so this left only a week to prepare the return. The legal deadline is currently the end of the month following our anniversary month - so deadline Sept 30 - which makes a lot more sense.

• Section 11 - Rewrote to allow small borrowing at board discretion, large borrowing (such as a mortgage or bond issue) requires membership approval

Rationale: The previous version said we had borrowing powers, but could only exercise them with a special resolution of the membership. Since a special resolution is the same thing required to change the bylaws, this was the same thing as saying that we don't have borrowing powers.

This restriction could be interpreted to prevent the society from incurring any debt whatsoever, including making purchases on account. A strict interpretation would prevent the normal flow of business.

This change will also allow the board additional flexibility in financial matters, and could include establishing a low-limit credit card to pay for Babac purchases, currently paid by a former board member's credit card.

The issue of debentures still require a special resolution, as this is explicit in the Societies Act. For those not in the know, debentures are different from other debts in that they are long term and unsecured. A bond issue is a debenture; a mortgage is not because it is backed by collateral, and a line of credit is not because it is short term in nature.

• 13.c. - Changed 2/3 to 3/4 of members attending meeting.

Rationale: "Special Resolution" is actually defined in the Societies Act, and requires a 3/4 vote. We either need to update or remove this clause so that there's no confusion on the requirements.

• All instances requiring communication by mail have been revised to allow for electronic communication.

Rationale: The bylaws have not been updated in 15 years. It's not 1995 anymore.

• Various typos corrected.
  • Section 9 is renamed "Remuneration" from "Renumeration"
  • 7.b.ii. - The word petition has been added to the sentence "must present the Secretary with a petition setting forth"
  • 8.a.i. - The spellings of warranted and judgment have been corrected.