Amgine wrote:
Spoke with Mike on the phone this past week about the
by-laws. He said
the Foundation really has very little to do with Chapter by-laws, but
the Chapter Committee would be in charge of approving any.
That was predictable.
Delphine: I guess that puts you on the spot. Would
there be any required
modifications to the Canadian incorporation boilerplate by-laws example?
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs01366.html
As I said before the CBCA does not apply to non-profit corporations.
Some key issues are not dealt with in your boilerplate, like who is a
member. In a business corporation this can be determined by share
ownership. For a corporation without share capital this is not so easy.
The new act also makes provisions for some electronic decision making.
That was not there before.
It does not include a clause about how the by-laws would be amended,
nothing in there about the need for a two-thirds vote, or the need
(under the old act) to have the by-laws approved by the Minister before
coming into effect.
Your boilerplate is not a complete set of by-laws. Boilerplate generally
represents a convenient way of avoiding responsibility.
Ray