Societies - By-Law Amendments
The by-laws of a society are the rules which govern
the operations of the society. The by-laws are
separate and distinct from the constitution which
consists of the name, objectives, and locality of
operations of the society. A society may wish to
make amendments to its by-laws from time to time.
The instructions which follow set out the procedures
for making changes to the by-laws.
How Do You Amend Your By-Laws?
The by-laws of a society may only be amended by
an ordinary resolution at the annual general
meeting, by an extraordinary resolution, or
unanimous resolution in writing.
If by-laws are amended by ordinary resolution at
an annual general meeting, that annual general
meeting must be held at the time provided for in
the by-laws as they exist before the proposed
amendments.
An "extraordinary resolution" means a resolution
passed by a majority of not less than 3/4 of the
members entitled to vote as are present (or
where proxies are allowed, by proxy) at a
general meeting of which notice specifying the
intention to propose the resolution as an
extraordinary resolution has been given in the
manner provided by the by-laws.
A "unanimous resolution in writing" means a
resolution signed by all members of a society entitled
to vote on the resolution at a meeting of members, and is
as valid as if it had been passed at a meeting of the
members.
What Must Be in the By-Laws?
In accordance with section 5 of the Societies
Act, the by-laws of a society must make
provision for all of the following:
- the terms of admission of members and their rights and obligations;
- the withdrawal of members and the manner, if any, in which a member may be expelled;
- the method and time of calling general and special meetings of the society, the quorum at any
such meeting, and the voting rights of members at such meetings;
Note: a quorum is the number of persons required to be present before a meeting can
proceed. It should be low enough to be practical. It may be set as a percentage of the
total number of members in order to ensure that it is always possible for the society to
properly function, no matter how low or high the membership may be.
- the appointment and removal of directors and other officers and their duties, powers and remuneration;
- the exercise of borrowing powers;
- whether or not an audit of accounts is required;
- the preparation and custody of minutes of meetings of the society and of the directors and other books and records of the society;
- the time and place, if any, at which the books and records of the society may be inspected by its members; and
- the date on which the fiscal year of the society shall come to an end.
Note: in order to provide sufficient time for the preparation of the financial statements, the
annual general meeting cannot be held within 30 days of the fiscal year end. It is suggested
that the annual general meeting be held within a reasonable period of time after this 30 day
period.
Why Do You File the Amendments
with the Societies Registry?
Amendments do not take effect until they are
approved and registered by the Registrar of
Societies. In order to ensure that by-laws are
not rejected for any reason, societies are
encouraged to submit their proposed by-laws to
the office of the Registrar prior to the meeting
at which the by-laws are to be considered.
How Do You File the Amendments
with the Societies Registry?
- The exact wording of the by-law must be set forth
(please refer to the
Specific By-Law Amendments example).
- The amendments must be filed together with the $20.00 filing fee payable to the Government of
the Northwest Territories at the address set out below.
- The amendments must be certified as having been passed in an appropriate manner
(please refer to the
Specific By-Law Amendments example).
How Do You Make Specific
By-Law Amendments?
If the proposed changes to your by-laws are not
numerous, you may wish to amend only those
specific portions while leaving the rest of the
by-laws intact. You can remove sections and
substitute them with alternative provisions. You
can add entirely new sections, or you can remove
sections without substituting anything new.
However, when amending your by-laws you should
be careful that you have not removed a provision
which the Societies Act requires.
See the
What must be in the by-laws
section above. When making specific amendments,
please note:
- Whole sections or subsections should be repealed
and replaced in their entirety by a new section
or subsection rather than adding words to and
deleting words from the present sections.
- Appropriate numbering changes should be made
when necessary - it should not be assumed that
the numbering changes automatically (e.g. if two
sections are replaced by one it should not be
presumed that all of the subsequent sections
move up in numbering).
- The exact wording of the by-law or by-laws being
amended must be set out.
Here is a sample of three types of specific
amendments made by a society:
-
Repeal and Substitution Amendment (when you remove a section and replace it with another):
1. Resolved (as an extraordinary resolution) that the by-laws of the Society be amended by
repealing Subsection 5.(1) and substituting the following:
"(1) The annual general meeting of the Society shall be held between 31 and 180 days after the
end of the fiscal year."
-
Adding a New Section:
2. Resolved (as an extraordinary resolution) that the by-laws be amended by adding
immediately after Subsection 6.(9) the following subsection:
"(10) Notwithstanding any other provision in these by-laws, the Directors or other officers
may be paid travel allowances to compensate them for expenses incurred in the conduct of their
duties."
-
Repealing a Section without Substitution (Deletion of a Section):
3. Resolved (as an extraordinary resolution) that the by-laws be amended by repealing
Section 13.
The resolution or
resolutions should be certified by a director or officer of the
society as being properly adopted by the
members and the original filed with the
Societies Registry (please refer to the
Specific By-Law Amendments
form).
How Do You Enact a New Set of
By-Laws?
The process of making numerous specific
amendments to the by-laws may be very
cumbersome. In other instances, uncertainty may
have developed regarding the by-laws because of
the failure of the society to file past
amendments. In both cases, the simplest method
of ensuring that the by-laws comply with the
present wishes of the society is to repeal the
existing by-laws entirely and substitute a new
set of by-laws.
The new set of by-laws should be labelled as
Schedule A and attached to the resolution
which has been certified as properly adopted by
a director or officer of the society. The
originally signed resolution with by-laws
attached should then be filed with the Societies
Registry (please refer to the
Enactment of New By-Laws form).
Forms
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