Join code in the Corporate Bylaws

Aug 6th, 2022
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The Canada Not-for-profit Corporations Act (NFP Act) was designed to promote accountability, transparency and good corporate governance throughout the sector, while being flexible enough to meet the needs of organizations both small and large.
You might notice in the paper that a bylaw has received first reading, or that it passed third reading. All bylaws must pass three readings before they can become law. All this means is that council has three separate chances to consider the pros and cons, and to vote, on a particular bylaw.
Point out to them that bylaws are not a suggestion, they are mandatory. They form the foundation of how the entire organization functions. Failing to follow them puts the board, and the nonprofit, at legal risk. It may also put each director at individual risk, which DO insurance will not cover.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members. A membership may only be transferred to the Corporation.
Under the Business Corporations Act, the Bylaws need never be signed by anyone and a unanimous agreement is not required at any time whatsoever. until the next shareholders meeting at which time they may be con- firmed or rejected by the shareholders, by mere ordinary resolution.
Part 9 companies are regulated by the Companies Act. A Part 9 company may borrow funds for carrying out its objects, but is not eligible for direct loans from the Alberta Capital Finance Authority. Municipalities have a range of governance options to choose from as they consider ways to offer services in their region.

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