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CANADIANS CONNECTED 2022
CIRA’s symposium and annual general meeting
Thursday, September 15, 2022
12:30 p.m. ET.

Amendments to CIRA's By-law

An organization’s by-law sets out the broad rules for governing the corporation.

CIRA’s By-law No. 1 (the “By-law”) was last amended in September 2016 and is regularly reviewed to ensure that it serves the needs of the organization and aligns with good corporate governance principles.

Earlier this year, CIRA’s Governance Committee conducted a review of the By-law with input from internal and external legal counsel. Based on this review, it was determined that the following housekeeping changes should be made to the By-law that would improve organizational processes and efficiencies:

1. Commencement of Director Terms: amending the By-law to allow Director terms to start immediately upon a Director’s election rather than the current 30-day delay.

2. Electronic meetings: clarifying in the By-law that committee meetings (in addition to Board meetings) can be held electronically.

3. Votes to Govern: amending the By-law so that in the event of an equality of votes in a Board vote, the Chair does not have a casting vote.

4. Quorum: simplifying the quorum provision in the By-law to adopt the standard set out in the Canada Not-for-profit Corporations Act.

5. Update to Wainberg’s: amending the By-law to reflect the most recent version of this publication (Wainberg’s Society Meetings is now called Nathan & Goldfarb’s Company Meetings for Share Capital and Non-Share Capital Corporations).

The Board amended the By-law on July 20, 2022, and members will be asked to confirm these proposed By-Law changes at the Annual General Meeting (AGM) to be held on September 15, 2022.

See below for a more detailed description of the amendments, including links to the actual edits.

The changes

The information below describes the previous provision in the By-law, describes the new provision and explains the rationale for each of the housekeeping changes:

1. Commencement of Director Terms - Section 3.06

Previous provision:
Section 3.06 of CIRA’s By-law previously provided that Director terms commenced 30 days after their election. While there is no legal prohibition on having director terms beginning on a date later than the date of their election, this is not a common practice and resulted in a delay period before duly elected Directors are able to serve on the Board.

New provision:
With the change, Director terms commence immediately upon their election. This is considered best practice and allows Directors to start serving CIRA immediately upon their election with no delay period.

See the specific edits to section 3.06 of the amended By-law.

2. Electronic meetings - Section 4.06

Previous provision:
Section 4.06 of CIRA’s By-law previously provided that if the Directors agree and consent, they may participate in Board meetings using telephonic or electronic means or other internet-enabled conferencing.   

New provision:
For completeness, committee meetings have been added to this section in the By-law.

See the specific edits to section 4.06 of the amended By-law.

3. Votes to Govern - Section 4.07

Previous provision:
Section 4.07 of CIRA’s By-law previously provided that at all meetings of the Board, every question shall be decided by a majority of the votes cast on the question, and in the event of an equality of votes, the chair of the meeting shall have a second or casting vote.

While there is no legal prohibition on giving the chair of a meeting a second or casting vote, there has been a trend in recent years to move away from such practice. It may no longer be considered best practice to allow the chair of a meeting to break a tie vote. The rationale is that if the decision making body is not able to gather more than 50% support for a particular motion or vote, then the matter likely requires further work and/or consideration. Some governance authors have also stated that this practice is undemocratic and may put the chair in a difficult or contentious position.

New provision:
The By-law has been amended to specify that in the event of an equality of votes, the chair of the meeting does not have a second or casting vote. This is a better governance practice that is considered more democratic.

See the specific edits to section 4.07 of the amended By-law.

4. Quorum - Section 13.09(a) and 13.09(b)

Previous provision:
Section 13.09(a) of CIRA’s By-law previously provided that quorum is the greater of i) 100 members, or ii) 10% of the number of Members present in person at the last meeting of Members immediately prior to such meeting. As a result of COVID-19, meetings were largely online and virtual with no attendance of members “in person”. In the future, CIRA expects to hold hybrid meetings, with members being able to attend in person or virtually.  As such, the calculation in section 13.09(a)(ii) using the number of Members “present in person” was outdated.

Section 13.09(b) was previously unclear in terms of the effect of losing quorum at some point during the course of the meeting. It indicated that members may vote even if a quorum is no longer present, but only if quorum is maintained until the completion of the formal business of the meeting. This was unclear and arguably contradictory.

New provision:
Section 13.09(a)(ii) of the By-law has been amended to remove the word “in person” (in the phrase “present in person”) to cover both Members that attended the meeting in person as well Members that attended the meeting online.

Section 13.09(b) has been amended to specify that if a quorum is present at the opening of the meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

See the specific edits to section 13.09(a) and 13.09(b) of the amended By-law.

5. Update to Wainberg’s Society Meetings - Section 16.01

Previous provision:
Section 16.01 of CIRA’s By-law provides that meetings of the Board and members shall be governed by Wainberg’s Society Meetings. Wainberg’s is an older version and has been renamed “Nathan & Goldfarb’s Company Meetings For Share Capital and Non-Share Capital Corporations” by Hartley R. Nathan and Clifford S. Goldfarb.

The rules of order in Nathan’s are consistent with Wainberg’s, except this publication has been consolidated to apply to both for-profit and non-profit corporations and has been modernized.

New provision:
The By-law has been amended to reflect the most recent version of this publication.

See the specific edits to section 16.01 of the amended By-law.

The process

Section 17.01 of CIRA’s By-law provides that by-law amendments are first voted on by the Board, and, if approved, they are then confirmed by the members. As such, the proposed By-law changes were considered by the CIRA Board and approved at its meeting on July 20, 2022. The final step is for CIRA members to confirm the proposed By-law with these changes at the Annual General Meeting (AGM) on September 15, 2022. 

CIRA members will vote on the following motion: 

BE IT RESOLVED THAT:

1. The CIRA members hereby confirm the amended CIRA By-law No. 1, approved by the Board on July 20, 2022.

2. The aforementioned amendments are confirmed effective today, in accordance with the Canada Not-for-profit Corporations Act. 

As a CIRA member, we want you to understand these changes so you can vote on the motion at the Annual General Meeting. For more information email us at [email protected] or reach out on social media, on Twitter, Facebook or Instagram to ask questions about these changes.

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