Canadian Federation of University Women
Fédération canadienne des femmes diplômées des universités
251 Bank Street, Suite 305, Ottawa, Ontario, K2P 1X3
Tel: 613 234 8252; Fax: 613 234 8221
www.cfuw.org
Date: November 21, 2011
To: CFUW Clubs, Member University Alumnae Associations, Regional Directors and members of the Board of Directors
From: Eileen A. Grant, Chair Constitution, Bylaws and Standing Rules Committee (CBS) Members:
Rose Beatty, UWC Vancouver
Grace Hollett, CFUW St. John’s
Leila Metcalf, CFUW Ottawa
Fran Mitchell, CFUW Richmond
Brenda Wallace, CFUW Board
This launches Part 2 of the revision process of the Constitution and Bylaws begun at the 2009 Annual General Meeting. Over 2010 and 2011, under the direction of the Board, the CBS Committee undertook an extensive research, consultation and revision process resulting in the August 2011 draft of the Constitution and Bylaws. In October 2011 the Federal government proclaimed the Canada Not--for--profit Corporations Act SC 2009 c23 (CNCA).
Since then the Committee has revised the August 2011 draft to include changes which will bring the revised Bylaws in compliance with the new Act. The Committee has also made minor revisions to provide continuity and consistency with the changes brought about by the new Act and incorporated the substantive changes requested during discussion on the floor of the 2011 AGM.
Since the AGM in August we have had many conversations, in person, by telephone and electronically with individual CFUW members about the Constitution and Bylaws. We have incorporated the changes that improve the readability of the document; however, we have not incorporated the substantive changes suggested. We wanted to insure that we follow a transparent and fair process, so we are asking that those be submitted formally as part of this amendment process.
Part 2 of the Revision Process
The Timetable (see Appendix 2):
November 21, 2011 November 2011 Draft to be circulated.
January 31, 2012 Deadline for proposed amendments.
February 21, 2012 February 2012 Draft to be circulated.
March 21, 2012 Deadline for proposed amendments to the amendments
April 21, 2012 April 2012 Draft to be circulated.
* The submissions received will be sent out after the close of each amendment process.
* This process will accommodate changes to any of the drafts which improve correctness, readability and continuity and consistency.
Proposed Amendments:
Proposed amendments to the draft will be accepted from CFUW Clubs, Member University Alumnae Associations, Regional Directors and members of the Board of Directors. Submissions from Clubs and University Alumnae Associations must be sent in as a single submission under the signature of the Club/Association president. All submissions are to be sent to eagrant10@gmail.com.
If the proposed amendment is to enhance continuity, consistency or readability or identifies a spelling or grammar error, it may be submitted in an email or a marked copy of the November 2011 draft identifying the bylaw and the proposed change/correction.
If the proposed amendment is substantive, please state the proposed amendment and include a detailed rationale and any supporting references. If the references are web– based please provide the web link. Check the Act for compliance and provide the section/subsection number pertinent to the amendment. Because the Act is considered the first governing document of any organization incorporated under it, there is no need to repeat a section or subsection that appears in the Act or its regulations, unless the section/sub--section contains a phrase similar to “unless the articles or by--laws of a corporation otherwise provide …”.
See Appendix 1 for the list of reference documents that are either attached to this Memorandum or available on the web, including a website where you can access the whole Act in a very user friendly format.
Please submit all substantive amendments as a Word.doc attachment. All submissions must include the name of the submitting Club/Association and its President or the Regional Director or Board member and contact information.
More on the November 2011 draft:
We have highlighted the differences between the August 2011 and November 2011 drafts:
Blue – These are changes required by the new CNCA Act. We have supplied the CNCA reference for each of these bylaws/changes.
Green – These are changes that follow out of the CNCA, particularly when there was an option for specify CFUW parameters. The Ministry website was very helpful in providing a set of model bylaws and an interactive site that allows users to develop appropriate wording in the language of the Act.
Red – These are the changes that are intended to improve the readability, consistency and continuity of the document. They also include one substantive change suggested on the floor of the 2011 AGM: Committees
For as much colour as you will see there is relatively little change to the actual content.
As you are reading the November 2011 draft, please keep in mind:
In many cases the Act is prescriptive and as such provides the Corporation with no alternatives. These sections have not been reproduced in the bylaws as these may not be changed in any way by the Corporation/CFUW. This is dealt with in the bylaws under Bylaw -- Binding Effect. As with the CCA, it is the first governing document of CFUW and the Articles and Bylaws are our second. With this in mind the Act has delivered on its promise of simplifying incorporation for the not--for--profit organization.
The Act is specific about how the Board is to be elected. The Act is also specific about the need for a financial review and who can undertake it. There are options as to the form that review can take.
You will see references to “ordinary and special motions” throughout the November 2011 draft. These references are to the number of votes required for the motion to pass. It was their suggestion that to insure compliance with the Act that those motions be defined under “definitions” and referred to simple as ordinary or special motions in the Bylaws, which we did.
The Act does not specify standing committees and suggests only that the board appoint committees/advisory groups as required. The list of standing committees included in the November 2011 draft comes from the Chair of Advocacy who has been working on the revision of the Committee process.
If you have any questions about the process please contact us at eagrant10@gmail.com Again, all submissions should be sent to the same address.
Regards,
Eileen Grant, CFUW Saanich Peninsula and Committee Chair, Rose Beatty, UWC Vancouver, Grace Hollett, CFUW St. John’s, Leila Metcalf, CFUW Ottawa, Fran Mitchell, CFUW Richmond and Brenda Wallace, CFUW Board
Constitution, Bylaws and Standing Rules Committee
Documents attached in this letter:
The November 2011 Draft .doc
The November 2011 Draft .pdf
The August 2011 Draft
The current Constitution, Bylaws and Standing Rules – March 2011
Related web links:
Canada Not-for-profit Corporations Act
CNCA Model Bylaws: http://www.corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04999.html
CNCA Bylaw Builder: http://www.ic.gc.ca/eic/site/cd-Â-dgc.nsf/eng/h cs04734.htm
Appendix
Excerpt from the Minutes of the 4 November2011 Board Meeting:
Moved that:
Rule F.2 Amendments to the Constitution, By--Laws or Standing Rules (By--Law XIX) be amended by:
In 2.2, strike out “amendments” and insert “proposed Draft of the Revised CFUW Constitution, Bylaws and Schedules” and strike out “at least five months prior to CFUW AGM.” and insert “on or before Nov. 21th, 2011.”
In 2.3 strike out “at least four months before an AGM” and insert “on or before January 31, 2012.”
Strike out 2.4 and insert “2.4 The Constitution, By--Laws and Standing Rules Committee shall make available proposed amendments.”
Insert the following after “2.4…available proposed amendments.”
“2.5 The Constitution, By--Laws and Standing Committee shall send an Amended Draft of the Revised CFUW Constitution, Bylaws and Schedules to the Clubs, Alumnae Associations, Regional Directors and members of the Board of on or before February 21, 2012.
2.6 Proposed amendments to the amendments to the Amended Draft of the Revised CFUW Constitution, Bylaws and Schedules shall be sent to the Chair of the Constitution, By--Laws and Standing Rules Committee on or before March 21, 2012.
2.7 The Constitution, By--Laws and Standing Rules Committee shall make available any proposed amendments to the amendments to the Amended Draft of the Revised CFUW Constitution, Bylaws and Schedules.
2.8 The Constitution, By--Laws and Standing Rules Committee shall send the Final Draft of the Revised CFUW Constitution, Bylaws and Schedules to the Voting Body on or before April 21 2012″
With these amendments the Rule would now read
Rule F.2 Amendments to the Constitution, By--Laws or Standing Rules (By--Law XIX)
2.1 Any sponsoring body must submit proposed amendments to the Chair of the Constitution, By--Laws and Rules Committee at least seven months prior to the AGM at which they are to be considered.
2.2 The Chair of the Constitution, By--Laws and Standing Rules Committee shall send the proposed Draft of the Revised CFUW Constitution, Bylaws and Schedules to the CFUW Clubs,
Alumnae Associations, Regional Directors and members of the Board of Directors on or before November 21, 2011.
2.3 Proposed amendments shall be sent to the Chair of the Constitution, By--laws and Standing Rules Committee on or before January 31, 2012
2.4 The Constitution, By--Laws and Standing Rules Committee shall make available proposed amendments.
2.5 The Constitution, By--Laws and Standing Committee shall send an Amended Draft of the Revised CFUW Constitution, Bylaws and Schedules to the Clubs, Alumnae Associations, Regional Directors and members of the Board of on or before February 21, 2012.
2.6 Proposed amendments to the amendments to the Amended Draft of the Revised CFUW Constitution, Bylaws and Schedules shall be sent to the Chair of the Constitution, By--Laws and Standing Rules Committee on or before March 21, 2012.
2.7 The Constitution, By--Laws and Standing Rules Committee shall make available any proposed amendments to the amendments to the Amended Draft of the Revised CFUW Constitution, Bylaws and Schedules.
2.8 The Constitution, By--Laws and Standing Rules Committee shall send the Final Draft of the Revised CFUW Constitution, Bylaws and Schedules to the Voting Body on or before April 21 2012
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