Wayne Amundson*
President, Association Xpertise Inc.
INTRODUCTION
What is a not-for-profit corporation?
Not-for-profit corporations (also called "non-share capital
corporations") are different from for-profit corporations (also called
"business corporations") in three fundamental ways:
- The not-for-profit corporation is composed of members, whereas the
for-profit corporation is owned by shareholders.1
- The members of a not-for-profit corporation cannot receive any financial
(or pecuniary) gain2
during the life of the corporation,3
whereas a for-profit corporation may distribute profits to its shareholders
in the form of dividends.
- The powers of a not-for-profit corporation are limited to what is
written into its objects (purposes), whereas, typically, the for-profit
corporation has no such limits.4
The process of incorporation is also usually different for not-for-profit
corporations, although this varies from jurisdiction to jurisdiction.
Incorporating a for-profit entity is a routine matter of submitting the
correct forms and payments. Saskatchewan provides for a similar process
with respect to not-for-profit corporations. Incorporating a not-for-profit
entity at the federal level and in most other jurisdictions, however,
requires government review and approval. For instance, not-for-profit
entities incorporating federally under the Canada Corporations Act
must apply to the federal Minister of Industry to issue letters patent
to the corporation.5
The proposed bylaws of the corporation must accompany the application.
In various jurisdictions, additional approvals are required, or conditions
must be met, for the incorporation of certain types of not-for-profit
organizations and for those with certain specific words in their name.
EXAMPLE
A not-for-profit corporation that is an accreditation
body, or sets industry standards, may require additional approvals.
EXAMPLE
A not-for-profit corporation that wants to use the term
'Canadian' must receive federal approval, and a corporation that
wants to describe itself as an 'institute' or 'academy' usually
has to obtain approval for the appropriate provincial education
ministry.
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A not-for-profit entity can incorporate either federally or provincially,
depending on the scope of its stated purpose and proposed activities.
Each jurisdiction has its own legislation for the incorporation of not-for-profit
organizations, and its own approval process.
Advantages of incorporation
There are many advantages to incorporation. These include:
- A not-for-profit corporation has a legal status separate and distinct
from its members. Members may come and go, but the corporation continues
until it is dissolved or wound up.
- The not-for-profit corporation can enter into contracts, buy and
sell property, etc.
- Individual members of a corporation are generally shielded from liability
(see Chapters 2 and 3 for more on this).
- The formal corporate structure facilitates ongoing operations and
decision-making.
- There may be increased credibility with the government, funders,
and the public.
- The not-for-profit corporation has an enhanced ability, through its
governing documents, to address membership status issues (e.g., removal
for unpaid dues or death, and expulsion for disciplinary reasons).
Disadvantages of incorporation
There are some disadvantages to incorporation. The most commonly encountered
is the paperwork and regulation entailed. This includes:
- Most jurisdictions require an annual corporate filing related to
the location of the head office as well as director information.
- Some not-for-profit entities (excluding registered charities and
smaller not-profit organizations) must file an annual information return
with the Canada Customs and Revenue Agency.
- Incorporated not-for-profits (except registered charities) must file
an annual corporate income tax return.
- Federal corporations incorporated under the Canada Corporations
Act must get ministerial approval to change certain bylaws.6
Other disadvantages include:
- There are some constraints placed on the type of activity that the
group or entity may engage in.
- There is a need to devote time and resources to maintaining corporate
structure that would otherwise go to carrying out the desired purposes
or activities of the organization.
The not-for-profit board of directors
The not-for-profit corporation is governed by a board of directors. The
size of the board is defined in the bylaws of the corporation (within
parameters established by each jurisdiction). While the board, as a whole,
has a great deal of authority and power, the individual director, when
acting alone, has almost no power. The letters patent or articles of incorporation
and the bylaws establish certain elements of the corporate governance
structure.
Within this basic corporate structure, however, the board is typically
responsible to appoint (whether directly or indirectly) board committees,
officers, employees7
and agents of the corporation to carry out day-to-day activities. In some
cases, it may fall to the corporation's membership to elect particular
officers, such as the president. A director will be entitled to exercise
any authority associated with an office or position to which he or she
is elected or appointed.
EXAMPLE
A director selected as chair of a standing committee will
enjoy the rights and privileges accorded to that position.
EXAMPLE
A director serving as a member of a special committee
mandated to take a particular action on behalf of the corporation
will be entitled to participate in, and vote on, deliberations considering
the matter.
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For-profit and not-for-profit directors share a legal responsibility
to act in the best interests of the corporation. However, the stakeholders
in not-for-profit corporations do not share the pecuniary interest that
binds together those involved with a for-profit corporation. Having volunteer
board members, and often volunteers carrying out the corporation's operations,
means the dynamics of governing a not-for-profit corporation differ markedly
from those of a for-profit entity. In some jurisdictions thought has been
given to enacting statutes that would empower not-for-profit directors
to consider stakeholders or community interests in their decision-making;
however, this approach has generally been rejected.
In for-profit corporations it is assumed that those with an interest
in the entity can and will be satisfied with economic compensation -
either through distribution of income over time or through purchase of
their share(s). No such straightforward mechanism exists in not-for-profit
corporations. Not-for-profit corporations pursue purposes that are less
tangible and therefore hard to quantify. This makes it much more difficult
to measure the performance of the corporation and of the directors. Recognizing
this, not-for-profit directors should always try to be closely attuned
to the views and interests of the members of their corporation and other
stakeholders.
Failure to do so is apt to result in one or both of two outcomes: either
the members of the corporation will lose their commitment to the corporation
and/or different factions promoting their own agendas will develop within
the corporation. When this happens, the smooth operation of the organization
is hampered, or in extreme circumstances, the existence of the corporation
is at risk.
TYPES OF NOT-FOR-PROFIT CORPORATIONS
Most provinces, and most U.S. jurisdictions, classify not-for-profit
entities by type for purposes of incorporation. There is, however, no
classification of not-for-profit entities within the Canada Corporations
Act.
Some provinces use a two-category system. While the dividing point may
be similar in these provinces, the terminology and approach vary. In Saskatchewan,
the Not-for-profit Corporations Act, 1995 uses a two-part
classification scheme: charitable organizations and membership organizations.
In this system, all organizations that do not qualify as charities are
categorized as membership organizations. Organizations can qualify as
charitable either through registration with the Canada Customs and Revenue
Agency or by meeting other criteria set out in the Act.
In Ontario, although there is no distinction in corporations law, not-for-profit
corporations can be either charitable or non-charitable under the Charities
Accounting Act .8
Charitable corporations are subject to the jurisdiction of Ontario's Office
of the Public Guardian and Trustee. The Charities Accounting Act covers
"[a]ny corporation incorporated for a religious, educational, charitable
or public purpose".9
In Québec, no distinction is made between the types of not-for-profit
corporations incorporated under Part III of the Companies Act,
and there is no equivalent of the Ontario Charities Accounting Act
to distinguish between charitable and non-charitable corporations.
However, corporations that want to solicit public donations are obliged
to include certain restrictions in their letters patent.
The most common classification system in the U.S. contains three categories:
mutual benefit organizations (organizations which primarily serve the
interests of their members); public benefit organizations (which includes
charities that are not religious organizations); and, religious organizations.
For governance purposes, it is most useful to distinguish between two
principal categories of organizations.
- Public benefit not-for-profit corporations carry
on activities that are primarily for the benefit of the public. Their
revenue sources may include public and corporate donations, government
grants, contract funding, and fee-for-service programs or activities.
A public benefit not-for profit corporation may, but will not necessarily,
be registered under the Income Tax Act. These organizations
are at times referred to as 'charities', regardless of whether or not
they are registered with the Canada Customs and Revenue Agency, and
regardless of whether they meet the common law requirement that they
be exclusively charitable (i.e., not engage in non-charitable work).
- Mutual benefit not-for-profit corporations carry
on activities that are primarily for the benefit of their members. They
are typically supported by their members through fees and fee-for-service
programs or activities, but may also receive other revenues such as
government project funding. Examples of mutual benefit corporations
are trade associations, professional societies, golf clubs, social clubs,
etc.
Directors of public benefit organizations generally must take into account
the interests of a broader range of stakeholders in their decision making
than directors of mutual benefit organizations.
All not-for-profit corporations have members. With many mutual benefit
not-for-profit corporations, membership criteria can be defined through
a clear common interest, often related to service provision. With public
benefit corporations, the common interest may be vaguer or very broadly
stated. It follows from this that in public benefit organizations it will
often be subject to debate who should be eligible for member-ship and
whether there should be different categories of membership. In some public
benefit organizations, membership is limited to a relatively small number
of people - e.g., currently serving directors. Where the membership
base is small, eligibility of non-members to serve as directors may be
an important issue for public benefit corporations, and have a significant
impact on the organization's ability to renew itself.
SPECIAL CATEGORIES OF DIRECTORS
The letters patent (articles of incorporation) or the bylaws of a not-for-profit
corporation may provide for some special categories of directors. The
most common are "ex officio", "honourary", and "public" directors.
Ex officio directors
Ex officio board members are defined in most basic procedural
texts, such as Robert's Rules of Order. 10
They are individuals who qualify as board members because they hold an
office, such as the presidency of the organization or of another -
usually affiliated or related - group or organization. They may
also qualify because they hold a certain public office.
An ex officio member of the board generally has the same rights
as other directors, but may or may not have the right to vote. This should
be specified in the governing documents of the corporation. It is not
uncommon for a not-for-profit corporation's bylaws to state that the executive
director serves as an ex officio board member, typically with
no right to vote. This ensures the executive director has input into board
decisions. Since he or she does not have a vote, this prevents a situation
where the executive director is charged with implementing a decision he
or she voted against at the board level.
Where the director may be considered to be acting as a trustee, such
as in a registered charity or public benefit corporation, an executive
director serving as an ex officio board member may be subject
to challenge. This is because, under trust law (and under statutory law
in Ontario), he or she may be obligated to serve without pay. A salaried
executive director could be seen as being paid when performing his or
her role as an ex officio board member. The law is unclear on
this point, so - particularly in Ontario - public benefit
corporations should avoid the practice of designating executive directors
(or other paid staff) as ex officio board members. Alternative
means for assuring executive director participation in board meetings
should be sought.11
Regardless of whether or not they have voting rights, ex officio
board members have the same legal duties and responsibilities as
regular directors.12
Where an ex officio director does not have a vote, he or she
takes on liability without the opportunity to oppose a board decision
or register a dissent. In these circumstances, where possible, provision
should be made to provide such a director with indemnity and/or insurance
protection. (See chapter 6 for a detailed discussion of indemnification
and insurance.) As well, it should be noted that except where a conflict
of interest arises, the ex officio director will be entitled
to be present during any in camera discussions of the board.
Generally, the bylaws should also specify that the ex officio director
serves as long as, and only as long as, the individual occupies the office
in question.
EXAMPLE
A not-for-profit corporation wishes to ensure representation
from a related organization on its board, so it provides for ex
officio membership of that organization's president on its board
in its governing documents. That president will sit as a full member
of the board, and will be obligated to act in the best interest
of the not-for-profit corporation. He or she will be fully liable
for any board decision, unless he or she has registered a dissent
or withdrawn from the decision based on a conflict of interest.
EXAMPLE
A not-for-profit corporation appoints its executive director
as an ex officio member of the board. The bylaws provide that he
or she may participate in board discussions, but is not entitled
to vote. He or she will be fully liable for any board decision,
and the board will be unable to exclude him or her from in camera
board deliberations except where a conflict of interest arises.
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Honourary Directors or Officers
Where the not-for-profit corporation makes a practice of naming
honourary directors or officers, its governing documents should make provision
for these positions, including their method of appointment. As with ex
officio directors, the not-for-profit corporation's governing documents
should specifiy whether honourary directors enjoy voting rights. If they
do not have voting rights, honourary directors may attend meetings and
take part in discussions, but may not make motions or vote.
Although commonplace, the practice of naming honourary directors or officers
needs to be approached with caution. This is not to dispute the need to
recognize long or distinguished service, or the value of enlisting a prominent
individual in the organization as an avenue for using their name for promotional
or fundraising purposes. However, by deeming such individuals as honourary
directors or officers, there is a risk that they will be held liable for
board decisions in which they do not fully participate. As with ex
officio directors, the inability of such individuals to vote may
not preclude them being held liable, and may preclude their being excluded
from in camera proceedings.
There is little case law dealing with this issue, so it cannot be said
with certainty when, or if, a person serving in such a capacity would
be liable. An alternative is to find another title or way of designating
the individual that will make it apparent to third parties that he or
she is not, or is no longer, an active decision maker within the organization.
An individual may, for instance, be called an honourary advisor or patron.
Public Directors
Some not-for-profit corporations are required to have one or
more board members appointed to represent the public. This is common in
professional societies that have a role in protecting the public interest
as well as the interests of their members. These directors are not members
of the organization. However, they have all the rights and responsibilities
of regular directors, except that they are not required to fulfill any
membership obligations, such as payment of dues.
ORGANIZATION MANDATE
Knowing the mandate
To be effective in their role, directors and prospective directors
must know and understand why the organization exists and whom it serves.
It is equally important for the board of directors to periodically re-visit
this mandate to determine its ongoing relevance and the organization's
commitment to it.
Although there is much a well-governed organization can do to help a
new board member become familiar with the organization and its man-date,
inevitably most of the onus is on the member himself or herself to get
up-to-speed. New directors should recognize that they may not get much
direction beyond the opportunity to review the corporation's governing
documents - and that those may or may not reflect the not-for-profit
corporation's current operations - and determine how the gaps in
their knowledge can best be filled. Investing time outside of a board
meeting to talk to staff, other board members or former board members,
can both increase the new member's effectiveness and mean board meeting
time is used more efficiently. (For more on director development and orientation,
see to Chapter 8.)
The Drucker Foundation's Self-Assessment Tool identifies
five key questions that can assist not-for-profit directors in sizing
up their organization:
What is our mission?
Who is our customer?
What does the customer value?
What are our results?
What is our plan?
The first three questions address the board's need to understand and
re-visit its mandate. Question four looks at the organization's effectiveness
in delivering on its mandate. Question five turns the board's attention
to developing a plan to better deliver on the mandate.
It is also important for directors and prospective directors to understand
the corporation's mandate so that they can determine whether their motivation
for serving on the board is compatible with it.
In addition, the purpose of the organization, as articulated in the mission
and vision, will determine why the corporation enjoys not-for profit status,
why members join the organization, and why the public and other funders
support the organization financially.
Corporate governance documents
In The Guide to Better Meetings for Directors of Non-Profit
Organizations, Eli Mina describes three sets of governing documents
that provide the framework for how not-for-profit entities operate:
- Laws of the land: The statute under which your organization is incorporated...
- Bylaws (or Constitution and Bylaws)...
- Meeting Procedures or Book on Rules of Order...13
The incorporation statute takes precedence. Where it is silent or provides
for alternatives, the bylaws apply. Where both the statute and bylaws
are silent, the book on rules of order applies, if the corporation's bylaws
identify such a document. Robert's Rules of Order
is typically used as the default authority where the bylaws do not
specify another document. In Québec, Procédure
des assembleés deliberantes, by Victor Morin,
is the commonly used reference.
Two additional governance documents often exist in not-for-profit corporations.
In some organizations, the bylaws or organizational practice may pro-vide
for 'codes' or 'regulations' spelling out practices for members . The
process for amending such documents will vary from organization to organization
and may entail input and decision making by members, the board and/or
staff. Also in many organizations, specific decisions of the board are
compiled in a 'governance' or 'policy' manual. This sets out appropriate
practice without referring to discrete matters in every instance. The
order of precedence, in both cases, would be after bylaws.
Not infrequently, organizations will act in a way that is at odds with
their governing documents - with the consequent implications for
liability. A statutory and bylaws review (also referred to as a compliance
audit) can be invaluable in ensuring that responsibilities and requirements
are being met. A key issue for many not-for-profit corporations is maintaining
institutional memory. High turnover among board members and staff can
mean that an organization revisits a matter that has already been decided,
or acts inconsistently over time. Revisiting a matter usually entails
wasted effort, and acting inconsistently over time is apt to alienate
clients or other stakeholders. Any steps that can be taken to simplify
or facilitate tracking of governance practice or decisions are worthwhile.
ACCOUNTABILITY
All not-for profit directors are potentially accountable to someone or
some entity, often to multiple parties. This accountability can take many
forms: annual general meetings where members can vote to replace directors
they have lost confidence in or make changes to governance documents that
affect the board; administrative or judicial penalties imposed owing to
regulatory non-compliance; reporting requirements to funders; and, court
actions mounted by dissatisfied stakeholders. While directors often focus
on their legal liabilities, they also need to be mindful of their obligations
to stakeholders who might not have or take legal recourse. Very infrequently
legal duties will be at cross purposes with stakeholder interest, and
in these rare instances, legal responsibility must take precedence. In
other cases, the most skillful directors will recognize and accommodate
stakeholder needs whenever possible, and thus ensure the long term health
of their organization.
The accountability of directors of public benefit not-for-profit corporations
is similar to that of mutual benefit directors. Typically, directors of
public benefit corporations will have more constituencies to take into
account than their mutual benefit counter-parts. A stakeholder map can
be a useful tool to help directors track their accountability when there
are multiple constituencies involved with the organization.
As well, it should be noted that public benefit corporations frequently
have to meet higher regulatory requirements, either through the Canada
Customs and Revenue Agency or provincial legislation. In some instances,
these regulatory requirements effectively replace the role of the beneficiaries
in ensuring that public benefit organizations act appropriately; however,
in other cases, the beneficiaries also have recourse to the courts to
enforce their interest.
NOTE REGARDING JURISDICTION
Incorporation of an entity, either federally or provincially,
does not automatically give that jurisdiction authority over the
corporation's operations (other than its compliance with the requirements
of the corporations statute); rather, the authority over the operations
is determined by what level of government has jurisdiction over
the activities in question (e.g., a nationally incorporated educational
institution falls under provincial jurisdiction with respect to
its operations; the activities of an airport authority fall under
federal jurisdiction no matter where it is incorporated).
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Jurisdiction of the federal government
Aside from statutes governing incorporation and corporate regulation,
the federal government's jurisdiction over the not-for-profit sector is
manifested most extensively in the Income Tax Act. This jurisdiction
is exercised both in the determination of non-profit status and of status
as a registered charity. The basis of this involvement is the federal
power over direct and indirect taxation. (Chapter 7 addresses the taxation
status of not-for-profit entities in greater detail.)
Depending on the purposes and activities engaged in by the organization,
the federal government may also have regulatory jurisdiction - for
instance, port authorities are subject to regulation by the federal Department
of Transport.
In addition, the federal government shares jurisdiction with provincial
governments regarding sales and consumption taxes, and consequently has
a say in how that aspect of the taxation system is applied to not-for-profit
entities. In some cases, not-for-profit corporations are eligible for
a preferential GST rate.
Federal regulation of such areas as trade and commerce and privacy also
gives it jurisdiction over certain aspects of the activity of not-for-profit
corporations. Finally, federal spending can give it authority over some
not-for-profit work.
Jurisdiction of provincial governments
Aside from statutes governing incorporation and corporate regulation,
provincial governments have considerable jurisdiction with respect to
the not-for-profit sector. Some examples include:
- Supervision of charities. The Office of the Public
Guardian and Trustee in Ontario supervises most public benefit organizations
- i.e., corporations incorporated for a religious, charitable
or public purpose - operating in Ontario regardless of where they
are incorporated, and whether or not they have been registered with
the Canada Customs and Revenue Agency.
- Fundraising. The Alberta government has legislative
measures in place to monitor and control fundraising activities. Manitoba
also has legislation dealing with registration of fundraising organizations.
- Gaming and lotteries. Whether through charity bingos,
casinos or raffles, or provincial government funding from gaming or
lotteries, this represents a huge area under provincial jurisdiction
affecting not-for-profit entities.
- Professions. Education is a provincial responsibility.
Such matters as the tax deductibility of education fees, professional
self-regulation, and the right to grant a protected designation or certification
are all matters addressed provincially.
- Property taxation. Various provinces (acting directly
or through their municipalities) either exempt certain not-for-profit
entities from property taxes or provide lower assessment rates, depending
on the type of organization.
- Taxation. In Québec, provincial legislation
provides for a distinct taxation regime - which roughly parallels
the federal system - that contemplates exemption of non-profit
organizations and registration of charitable organizations. It also
establishes a distinct system of sales and consumption taxes.
- Language. In Québec, the Charter of the
French language and the Act respecting the legal publicity
of sole proprietorships, partnerships, and legal persons
requires and regulates the use of the French language for the names
of not-for-profit corporations as well as their contracts, signs, posters,
leaflets, brochures, etc.
- Registration. All not-for-profit corporations carrying
out activity in Québec must register and subsequently file an
annual declaration in conformity with the Act respecting the legal
publicity of sole proprietorships, partnerships and legal persons.
The Act provides for fines for the corporations and its directors
for non-compliance.
- Funding. Health care, for instance, is a provincial
responsibility. Provincial governments provide funding related to health
care delivery, education, etc.
- Regulation. Provincial governments have jurisdiction
over many of the activities most commonly undertaken by not-for-profit
entities through their constitutional authority over property and civil
rights.
- Freedom of Information and Privacy. Some provincial
governments have implemented legislation that focuses on the freedom
of information and privacy.
Jurisdiction of the courts
Other than enforcement of legislation, there are at least three
notable areas where various courts have jurisdiction over not-for-profit
corporations:
- having inherent power to supervise the activity of organizations to
ensure their proceedings accord with the requirements of procedural
fairness;
- determining whether the purposes and activities of an organization
are charitable, and therefore whether it is eligible for status as a
federal or Québec registered charity; and
- where an organization is a charity, having inherent power to supervise
treatment of the assets of the organization as trust property.
Conflicting or mixed accountability
Directors should always be aware that they may be accountable
to different parties. By-and-large it should be possible to reconcile
the responsibility owed to these various constituencies. When they cannot
do so, directors should seek legal advice and make decisions based on
a full understanding of the implications.
EXAMPLE
If the organization is on the verge of insolvency and
is offered funding for a project that is apparently beyond the scope
of its objects or purposes, the directors need to seek legal advice
to assure themselves that the proposed work is within their mandate,
or to determine how to bring it within their mandate, should they
decide to do so.
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ELEMENTS OF GOOD GOVERNANCE
Recommended practices for not-for-profit boards of directors
The Panel on Accountability and Governance in the Voluntary
Sector,14
chaired by Ed Broadbent, identified eight tasks required of the boards
of charities and public-benefit not-for-profits15
to further developeffective governance:
- steering toward the mission and guiding strategic planning;
- being transparent, including communicating to members, stakeholders
and the public and making information available upon request;
- developing appropriate structures;
- ensuring the board understands its role and avoids conflicts of interest;
- maintaining fiscal responsibility;
- ensuring that an effective management team is in place and overseeing
its activities;
- implementing assessment and control systems; and,
- planning for the succession and diversity of the board.
The tasks highlighted in this list could be elaborated on at length.
Here the list is offered merely as a starting point to indicate the issues
that directors need to consider. Each organization should look at its
own circumstances to determine the particular areas it should focus on,
and what, if any, additional elements need to be added to the list for
their purposes.
SAMPLE QUESTIONS FOR PROSPECTIVE OR CURRENT DIRECTORS TO ASK
THE ORGANIZATION
- Is the organization incorporated and, if so, in
what jurisdiction and under what legislation?
- Is the corporation primarily for the mutual benefit of its members,
or is it primarily for public benefit?
- What is the mission of the organization and when was it last reviewed?
- Who are the members of the corporation?
- Who does the corporation serve - the members or some other
constituency?
- To whom are we, as directors, accountable?
SAMPLE QUESTIONS FOR PROSPECTIVE OR CURRENT DIRECTORS TO ASK
THEMSELVES
- Am I committed to the mission of the organization?
- Can I contribute the time necessary to be an effective board member?
- Am I comfortable with the approach and tone of the organization's
fundraising efforts?
- Can I contribute financial support consistent with the organization's
expectations of board members and with my own means and priorities?
- Can I place the organization's purposes and interests above my own
professional and personal interests when making decisions as a board
member?
CORPORATIONS & DIRECTORS CHECKLIST
SUBJECT
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TO BE CONDUCTED BY
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HOW OFTEN
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COMMENT
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1. A review of the letters patent (articles of incorporation)
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Full board (possibly with assistance from advisor and/or counsel)
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Annually, or as frequently as is appropriate given the length of
board terms and the board turnover rate
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Is there any deviation between the organization's mission statement,
and the purpose as defined in the letters patent or articles of
incorporation? Has the organization complied with corporate filing
requirements?
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2. A compliance review of the bylaws
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One of: the full board/ executive committee/bylaw committee (possibly
with assistance from advisor and/or counsel)
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Annually, or as frequently as is appropriate given the length of
board terms and the board turnover rate
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Do the bylaws comply with current corporate and tax laws as they
apply to not-for-profit corporations? Has the organization changed,
or is it considering change, necessitating amendment of the bylaws?
Do the bylaws contain the purpose of the organization and, if so,
is it consistent with the purpose and/or mission described elsewhere?
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3. A best practice review of the bylaws
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Full board and/or executive director (possibly with assistance
from advisor and/or counsel)
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Annually
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Do the bylaws represent existing best practice? Are amendments
or updates to the bylaws needed? Are there any unnecessary bylaws,
given the corporation's current size and state? Are there logical
gaps in the bylaws that should be addressed?
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4. An electoral process review of the bylaws
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Executive director and/or the nominating committee
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Annually, in advance of the nomination and election process
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What are the milestones that must be met in the nomination and
election process (e.g., the timeline)? Does the number of directors
comply with the bylaws? Does the nomination and election process
comply with the bylaws?
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5. A review of the mission statement
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Full board and the executive director
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Annually
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The questions in the Mandate section of this chapter (see pg. 7)
should be answered to ensure that the mission statement is still
relevant.
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6. A review of the governance approach used by the organization
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Full board with input from members
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Every two years; more frequently if board turnover is high
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Is the board the right size? Is it doing the right job (see Broadbent
recommended practices in this Chapter)? Does the organization have
good governance, and how could it be improved?
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* B. Admin., CMA, CAE.
Association Xpertise Inc. (www.axi.ca)
is based in Calgary.
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