We've just announced our 2017 Annual General Meeting and as part of that meeting, we - the Board of Directors and I - are going to be asking our members to adopt a new constitution and bylaws to keep up with the requirements of the new Societies Act.
These are the documents that govern how we are run as a society and should not be changed lightly. But as changes are required, we thought it prudent to take the time to reflect on what has and hasn't worked in our previous governance.
I'm personally hopeful that these new documents will help us continue to grow and professionalize as an organization. And to get your support for them, I want to use this blog to try to explain some of the changes and what motivated us to make these decisions below.
This analysis comes with the obvious caveat that I'm not a lawyer, so it's not legal advice, and it's also not meant as an exhaustive analysis of all of the changes.
Copies of both drafts can be found on the AGM event page and our current (2013) constitution and bylaws are available on our governance page. There have been a couple (very minor) typos fixed since I first posted them yesterday, so the links sent out in the first emails may no longer work. Please visit the page for the current versions.
If you spot any typos, have additional questions about the drafts or feel strongly against any of these changes, feel free to email me at [email protected]. At the AGM itself, we won't have time to delve into each proposed change or make line-by-line amendments, so we're hoping to reach a consensus in advance of the vote.
And remember, you must be a current member to vote at the AGM. Check or renew your membership here.
Constitution
The new Societies Act requires that our constitution merely state our name and purposes. The additional sections of our constitution have all been incorporated into the bylaws.
Bylaws
This draft was prepared by starting from the model bylaws provided by the Government of BC, rather than from our previous bylaws. We then brought in sections from those previous bylaws, and added others to clarify our requirements as a society under the Act. Some other sections from our previous bylaws have been removed entirely, with the aim of simplifying the document.
Sections 1 and 2 – Definitions
Section 1 is merely definitions that apply within the document. Section 2 defines the principles and values of the organization. Our agreed “Statement of Values and Principles” is the 2002 IHEU Amsterdam Declaration of Humanism.
Section 3 – Records
The Act requires societies to be much more transparent than the previous law. This section is largely replicated from the Act in terms of what records must be kept and under what circumstances members may request access to them. Members of the public may request copies of our financial statements.
Over the past year, the board and I have been working to ensure that our policies and financials are more readily available on this website, which fulfills most of the requirements of this section.
Section 4 and 5 – Members
The first part mostly describes who our members are, that the board may determine membership dues and a disciplinary structure for members (this has been greatly simplified from our previous bylaws). The second describes categories of membership.
Note that we are proposing to remove household memberships. This is potentially the most significant change. This is being proposed to provide equity between individual memberships and to simplify our membership database. Keeping track of multiple people in a household makes less sense in the age of email as compared to physical mail and it's simply more difficult to get an accurate sense of the size of our membership when a large fraction are undefined "households". This change also reflects the value Humanists place on individual liberty and choice, as individuals will have to register themselves.
We are recommending a motion attached to the bylaw changes that if the AGM agrees to this change, that all members of a household on the date of the AGM be granted individual memberships that will be renewable on the date of the household membership. So in my own household, my wife and I would transition from having a shared household membership to two individual memberships. We'd each then have to renew those when the household membership would have expired.
Section 6 – Affiliations
Another section that we have removed is our previous “Affiliate Communities” model. That model was tested as a way to engage more local Humanist groups in the governance of the BCHA while also providing greater support, including possibly allowing local communities to benefit from our charitable status. Unfortunately, few groups engaged in this model and there were only very brief periods when the board had local group representation.
However, the Board and I are not abandoning our commitment to building the Humanist community across the province. Instead, we are maintaining the freedom to engage in one-on-one relationships with local groups and activists using this section. Further down the road, as we test and refine different models, we may want to revisit this section but for now this proposal provides maximal flexibility for the Association to support groups with presupposing a particular model.
Section 7 – Meetings
This section is largely similar to our past bylaws. The noteworthy points are 7.3-.4 and 7.8-.9, which, per requirements of the Act, grant members the right to requisition a general meeting or put forward a proposal to be considered at a meeting.
The Act and these bylaws also permit meetings (and votes at meetings) to be held electronically.
Section 8 through 10 – Directors and board meetings
The first part describes the composition, election, tenure and requirements for our Board of Directors. These are largely the same as our past bylaws, but the Act did bring in additional requirements that are spelled out in section 8.7.
The Act also now requires directors to disclose any conflicts of interest, set out in sections 8.9-.11 in language taken largely from the Act itself.
The remaining sections are in line with our past bylaws, including the roles of the board.
Section 11 – Senior Manager
The Act creates extra protection for a “senior manager” to oversee the operations of the society. For us, this would be our Executive Director. The Act applies the same qualifications and conflict of interest rules as directors face to senior managers.
Section 12 – Remuneration and signing authority
These sections mirror parts of our previous bylaws.
Section 13 – Alterations
We previously required a 3/4s vote to change our constitution or bylaws, whereas these bylaws suggest a “special resolution” or 2/3s majority. This is in line with the Act.