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About the CAP
New By-laws will be presented for approval at the 2014 AGM
Notice to all CAP members
(links to the relevant documents appear below this message)
2014 April 17
As previously communicated in connection with by-law amendments in 2012, a new CanadaNot-for-profit Corporations Act (CNCA) came into effect on October 17, 2011. The CAP has until October 17, 2014 to file for continuance under this new Act. The CNCA establishes a new set of rules for federally incorporated not-for-profit corporations which will replace the law that has governed federal corporations for close to a century. One of the main features of the new Act is to move towards minimal by-laws with as much of the day-to-day governance specified in operating policies and procedures documents that can be approved and modified by the CAP Executive and Council (Board of Directors with input from the Advisory Council under the new By-laws). This renders the governance changes effective immediately upon approval, rather than having them embodied in the by-laws, which requires the support of the membership-at-large at an AGM and do not take effect until approved by the Ministry of Industry (can be a delay of up to a year in total).
The CAP Executive has been handling the transition into the new by-law and governance structure in two stages, as recommended by our legal counsel. Stage One, the introduction of one class of members in our by-laws, was approved by the members in June 2012 and approved by Industry Canada later that year. Immediately after the 2012 AGM, the Executive initiated Stage 2 of the process; i.e. define the appropriate governance structure and prepare and have approved, at the 2014 AGM, the articles of continuance and by-laws needed to meet the CNCA requirements.
The first step in Stage 2, undertaken shortly after the 2012 AGM, was for the CAP Executive to enter into discussions with legal counsel regarding the governance structure needed to meet the requirements of the CNCA. From September 2012 until June 2013, the proposed structure was presented and explained to members of Council and members present at the 2013 AGM. Careful note was taken of all comments and feedback put forward during these consultations and these were presented to legal counsel and discussed in the context of the development of the new by-laws.
The primary area of concern expressed throughout this consultation process was the need to ensure that the new governance structure retained a system of ‘checks and balances’ to provide members with confidence that a broader group of members would have input on, and be aware of, governance decisions being made by the governing body (Board of Directors) throughout the year.
Although the Act precluded our retaining Council as the decision-making body, it was decided that the new CAP By-laws would include a requirement for the Board of Directors (formerly known as the CAP Executive) to meet with an Advisory Council a minimum of twice a year to seek their input on the operations of the Association before final decisions were taken on significant matters (e.g., annual budget and modifications to operating policies). While the by-laws were being developed, the CAP Executive, in consultation with Council members, developed a series of operating policies that clarified how the new operating structure would work. The intent is for these policies to come into effect when the CAP’s Articles of Continuance and new By-laws receive Government approval and the new governance structure comes into effect.
Stage Two preparations are now complete and, in accordance with the CAP’s existing by-laws, the Articles of Continuance and new By-laws will be presented to the members at the 2014 AGM for approval. These documents, as approved by the CAP Executive and Council, are now available by selecting the links at the end of this message.
All members are invited to read these by-laws in preparation for the vote that will be taken at the AGM in Sudbury, Ontario on 2014 June 18. To help members interpret the by-laws and understand how the new governance structure will work, the three operating policies that have been prepared and approved by Council are also available. Please note that the policies are being posted for information purposes only.
Approving the Articles of Continuance and By-laws
The Articles of Continuance and By-laws will be formally presented to the members for approval at the 2014 June 18 AGM in Sudbury, Ontario.
For those members who are not able to attend the 2014 AGM but wish to register a vote on the proposed new by-laws and Articles of Continuance, the CAP will establish an online ballot by 2014 May 30. Please note that only full members in good standing as at the date of the AGM (2014 June 18) have the right to vote. Your ballot must be registered by 2014 June 6 to be considered.
In accordance with Article VII of the CAP's constitution, amendments to the proposed Articles of Continuance and By-laws will be out of order.
Ensuring the new structure works
The governance structure that is being put in place through these By-laws and operating policies is a product of a long series of discussions and consultations with those who are currently responsible for the governance of the Association. The documentation being presented to members represents their best attempt at the ideal structure for the CAP. We recognize, however, that this structure needs to be carefully assessed and adjusted, if necessary, to ensure that we reach the optimal structure in terms of efficiency and engagement of those members who volunteer their time and efforts to participate on the Advisory Council and the Board of Directors.
Thus, once the new structure is in place (Industry Canada approval is expected in late 2014), a sub-committee of the Advisory Council will be working with the Executive Director to undertake that assessment and bring observations and recommendations for modifications to the operating policies and procedures for discussion with the Board of Directors and the full Advisory Council at an appropriate time, in accordance with the new Governance Operating Policy.
Should you have any questions or comments about the proposed By-laws or Articles of Continuance before voting, please submit them in writing to the CAP office (cap [at] uottawa [dot] ca) by 2014 May 16 to allow sufficient time for staff to reply before the online ballot is opened at the end of May.
If you have comments or questions on any of the supporting policies, we welcome those as well. We will ensure that they are communicated to the sub-committee for consideration as they enter into their review process.