Hello CES Ontario Chapter members,
As advised at the last Annual General Meeting on May 11, 2021 CES Ontario was to purse incorporation as a fully fledged nonprofit corporation. It is with great pleasure that the Board of Directors shares that as of February 1, 2022, CES Ontario Chapter incorporated federally under the Canada Nonprofit Corporations Act with guidance from our legal team at BIG Charity Law.
In the three months since, the Board of Directors has been busy providing guidance to our legal team on the preparation of the first set of Bylaws for the Chapter. Every clause has been discussed in detail and arrived at after much deliberation.
As per the Canadian Nonprofit Corporations Act, CES, Ontario Chapter members have to approve the Bylaws at the first Annual Meeting held after incorporation and to be submitted to Corporations Canada within 12 months. We are providing them to you 30 days in advance of the next Annual General Meeting on June 22, 2022.
The updated bylaws can be found here.
Some notes to better understand/ interpret the Bylaws are enclosed, along with key differences with our unincorporated Chapter’s previous Bylaws:
1. Nonprofit corporations can have more than one set of Bylaws, so while these are the foundational documents, additional ones can be prepared in the future based on member or Board of Director requirements.
2. Some clauses from the previous Bylaws such as nominations and elections processes, details of how to run the AGM, detailed roles and responsibilities of each director, have been removed, as lawyers have recommended these be put into procedural documents such as a Board Manual or subsequent Bylaws.
3. Banking arrangements and Borrowing Powers remain the same as before.
4. Membership has been outlined for two classes: Regular Voting Members (Class A) and Non-Voting Members (Class B) with the latter allowing for flexibility and growth of the Chapter. The Nonprofit Corporation was formed with these two classes as recommended by our lawyers.
5. Members meetings are Annual General meetings (sometimes the terminology can sound confusing!) Members can still call special meetings as they could in the previous Bylaws.
6. Previously Bylaws set quorum for the AGM to be 10 members. Considering the size of the membership, the Board chose to set a percentage limit (10%) instead of a small number, to ensure that as the Chapter grows, more members are expected to be present in order to hold a legitimate AGM. This increases accountability for members as well.
7. The Number of Directors remains the same, with a minimum of 5 and a maximum of 13.
8. The Term of Directors is split ONLY for the first meeting of the Bylaw so that we don’t have directors retiring at the same time.
If you have any questions, please feel free to send them to us in the survey and we will do our best to respond to them once the feedback cycle closes on June 8, 2022.
CES, Ontario Chapter Board of Directors