okanagan symphony society bylaws
OKANAGAN SYMPHONY SOCIETY SUMMARY OF CHANGES TO THE BYLAWS
The Bylaws of the Okanagan Symphony Society have been changed to:
- a) be in accord with the new B.C. Societies Act, which came into force on November 28, 2016; and
- b) make minor housekeeping and consequential amendments for consistency and clarity of language and approach.
The substantive changes to the Bylaws are as follows:
- The Societies Act changes the threshold to pass a Special Resolution from a 3/4 vote to a 2/3 vote. Except in the case of the removal of a director, the Act permits the bylaws to increase the threshold. The previous threshold of 75% (3/4) has been re-instated in these Bylaws. (Bylaw definition of “Special Resolution”)
- Membership in a Society may include persons under the age of 19 unless specified otherwise in the bylaws. The Bylaws have the added requirement that members be at least 16 years of age. In addition, a new paragraph has been added to clarify that donors who donate an amount equal to or greater than the annual membership fee in any one year are also members. (Bylaw 2.1)
- Participation by telephone or other communications medium is now permitted in a general meeting of members unless the bylaws provides otherwise. The Bylaws do not permit participation by telephone or other communications medium. Participation continues to be “presence” at the meeting by a voting member. (Bylaw 4.16)
- The procedure for a member to raise a matter for consideration at the annual general meeting has been expanded under the new Act and allows the bylaws to lower the threshold of 5% of voting members required to make a proposal at the meeting. The Bylaws lower the threshold to 2% and set out the procedural requirements more fully. (Bylaws 4.18-4.22)
- A directors’ resolution can be made without a meeting if all of the directors consent to it in writing unless the bylaws provide for a lesser number and the manner in which the consent is given. The Bylaws provide for a majority of Directors and the written consent is by email. (Bylaw 6.10)
- Part 11 of the Bylaws reflects one of the major changes enacted by the Societies Act – the enhanced and expanded requirements for record keeping, access and delivery. In particular, the Bylaws allow members of the Society and the public access to all the records required to be officially maintained, other than accounting and financial transaction records. Access to the financial statements of the Society required by the Act and the auditor’s report are not access restricted. Inspection requires 5 business days notice and may be made during regular office hours. Reasonable fees may also be charged in many cases for inspection by the public and for providing copies of the records. (Bylaws 11.1 to 11.16)
- For Societies with more than 250 members, notice of the annual general meeting is deemed to be sent if members, who have provided their e-mail addresses, are notified by email and the notice is posted on the Society’s website. The Bylaws provide for this change. (Bylaws 12.1 to 12.3)
- As part of the transition to the new Societies Act, the Constitution must only state the Society’s name and purposes. Any other provisions are transferred to the bylaws. Part 14 includes provisions previously set out in the Constitution. These provisions were previously unalterable but are now alterable by the very nature of their inclusion in the Bylaws. (Bylaws 14.1 and 14.2).
- Previous Part 11 requiring a Seal has been deleted.