The July newsletter included a brief description of what we as an organization have to do to abide by the new Canada Not-for-Profit Corporations Act. We have now prepared, and have had reviewed by our solicitors, the “Articles of Continuance” and by-Law No. 1. The Board of Directors of CTAA has also reviewed these documents and has passed a motion to approve the Articles and By-Law No. 1, to apply to the Director under the Canada Not-for-Profit Corporations Act for a Certificate of Continuance and to take both documents to the members for approval.
The next step in our process is to take both the proposed Articles of Continuance and By-Law No. 1 to the members at the Annual General Meeting on November 18, 2013 in St. John’s NL for discussion and hopefully a motion to take both documents, as per our existing Constitution and By Laws, to a letter ballot which should go out in December or January following the AGM. We have included links in this Newsletter that will identify the proposed Articles of Continuance and By Law-No.1 and a list describing where the information for the new documents came from. As noted in the July newsletter we generally included all of the Clauses of our existing Constitution and Articles of our existing By Laws but with a different numbering system.
The main changes made in By-Law No. 1 are voting issues. We have included Local Arrangements representatives appointed to the Board as voting members of the Board. Under the Canada Not-for-Profit Corporations Act the Board can appoint a minimal number of Board members but they can only be appointed for one term at a time. Our existing By-Law Article 4.1 and new By-Law No. 1 Section 3.01 state that LAC representatives can be on the Board for two years, thus they will have to be appointed twice under the new Articles of Continuance (Clause 10). We have also changed the voting requirements for an open meeting such as the Annual General meeting to allow all members attending the meeting to vote. Our existing By Laws (Article 8.6) only allows general and honorary members to vote but unless we issue voting cards or some such other controlling device, it will be difficult to discern the voters. However, with respect to letter ballot issues only general and honorary members will be able to vote. Most of the issues requiring a letter ballot vote will be elections or by law changes.