Bylaw Update in 2024 - Member Approval Required at AGM
The Ontario Not-for-Profit Corporations Act (ONCA), which came into effect on October 19, 2021, introduces a modernized framework for non-profit organizations in Ontario. To comply with ONCA, incorporated non-profit organizations, including the Crane Lake Association, are required to update their bylaws before October 2024. These updates are necessary to align our governance with the new standards set by ONCA.
We have made updates to our Bylaws to ensure our Association continues to operate effectively and remains compliant with the law, while also taking the opportunity to modernize in a few areas. The majority of the changes made are administrative in nature to better fit ONCA guidelines. As an example, in the past the CLA has referred to these as our “Articles of Association”, but ONCA reserves that term for a different legal document and requires these be called bylaws. Despite the changes, the intent is not to materially change the way in which our Association operates or is governed.
We will be requesting that the Membership vote to approve the Draft Bylaws at the upcoming 2024 AGM on July 13th, 2024. In order to pass a change to our Articles/Bylaws, a two-thirds majority at a Member’s Meeting is required, so we ask you to please take a moment to review the proposed changes.
Please use the link below to download the Draft Bylaws, with our summary below of the changes made. You can download a copy of the existing Articles of Association to the right of this notice at the top of the page.
Executive Summary - Draft Bylaw Changes 2024
The following is a quick summary of the material changes proposed in the Draft Bylaws, with a more detailed summary below:
A Definitions section was added to clarify certain terms at the beginning of the document.
“Crane Lake Property” definition replaces the existing “Property” definition by adding owners of Condo Units as eligible.
Language around the “Membership” definition was updated for clarity, now called a “Member Household”.
A “Member Household” now has 1 vote instead of 2. This was done to ensure equity between Members (Details below).
“Associate Membership” in the Articles has been removed. A similar “Associate Supporter” is available with the same benefits, but not under a ‘member’ classification (Details below).
Reference to “Special Meetings by Correspondence” has been removed, as now provided for in the Act.
The ability to vote by proxy has been removed from the Bylaws. The CLA has not facilitated this in recent memory, and no requests have been made. With any family member able to attend to vote on behalf of a Member Household, and the ability to run Special Meetings online if required in an urgent situation, the Board has proposed removing the proxy provisions.
Notice of Member Meetings has been updated to match the Act requirements.
The Articles impose a limit of $800 spending for the Board on any one item/contract. The Board is proposing an increase on this limit to $1,200, after 12-years of no change at $800, to better reflect the rising costs of operations.
Summary of Proposed Changes - Draft Bylaws 2024
1 - Name
No material changes made
2 - Purposes
No changes
3 - Definitions (New Section)
A Definitions section was added to help with the overall flow of the Bylaws, so important definitions were handled at the beginning. ONCA bylaw samples provided by “Nonprofit Law Ontario” were used for standard items.
“Crane Lake Property” definition replaces the “Property” previously defined in current Articles of Association. “Property” as a word could be used in other contexts, so we use “Crane Lake Property” and have expanded the definition to expressly include Condo Unit Owners.
4 - Membership
This section contains the most changes to the language, though the overall intent remains the same.
A newly named “Member Household” is used to mean persons owning the “Crane Lake Property”, and who have paid dues, and includes all family members. “Persons” is defined in the Act and includes people as well as other legal entities (eg. corporation, trust, etc.).
Information on the Member’s rights to vote and the membership year were moved into this Membership section for clarity. These are located in the current articles under separate sections, 7 and 14, respectively.
A “Member Household” now has a single vote instead of the two votes provided in the existing Articles. This decision was made to ensure equity - as an example, a single-individual home might not have a second voter able to participate at a Member Meeting. A single vote per Member Household ensures each paying Member has similar voting power.
ONCA requires that the bylaws contain language explaining how someone could stop being a Member, so this was added.
Reference to “Associate Membership” has been removed from the Bylaws. Associate Membership had been written as an option for those who did not own property on the lake, but who still wanted to engage with the Association (pay dues, receive newsletters and updates, attend events/AGMs, etc.). ONCA now requires that the Bylaws follow express rules when there are multiple classes of Membership. In our current Articles, the Associate Membership has no rights to vote or to serve on the Board, meaning there is very little resembling a true “Membership”. In review of bylaw samples obtained from FOCA, the Board proposes proceeding with a single class of Member. “Associate Supporters” will still be given the opportunity to support the organization, with exactly the same costs and benefits as they previously enjoyed, but now as a policy and procedural operation of the Association, rather than a Membership model.
5 - Annual General Meeting
Information about providing Members “Notice” of the meeting moved to the exsiting “Notice” section for clarity.
6 - Special Meetings
In 2012, language was added by the CLA to allow - “Special Meetings by Correspondence” in the event we ever needed to run an emergency meeting remotely. The Act now provides for this automatically, so all ‘Special Meetings By Correspondence” has been removed from the Bylaws.
Previously 25% of Members were required to call a Special Meeting. The Act requires this be 10%, so it was adjusted accordingly.
Similar to the AGM section, moved information about providing notice of the meetings to the “Notice” section.
7 - Notice
Updated Notice requirements of the AGM and Special Meetings to be “no less than 10 and no more than 50 days”, as required by the Act. In practice, the Board will continue to target 30 days of notice as it currently does, so no operational change.
“Special Meetings” notice requirements were added, per the above.
8 - Quorum
Language providing for the ability to vote by Proxy was removed from the bylaws. The Act allows this to be an option for the organization. While our Articles currently allow for proxy voting, the Association has not had a practice of providing proxy votes in advance of the Meeting, nor facilitating their collection and counting. Since this has not been an active practice of the Association for many years, there have been no reported requests for proxy in over 10-years, and because anyone from the family can vote on behalf of the Member Household, the Board recommends removing the proxy voting language.
9 - Meeting Governance
No Change.
10 - Voting Procedure
Removed the requirement for 3 scrutineers. Scrutineers will be used in practice should a written ballot take place, but a vote might require more or less depending on the number of voters.
11 - Directors
“Immediate Past President” is now “Past President”. If the Past President is unable/unwilling to serve, language has been added allowing the Board to ask another past president to serve in this role.
Due to the change above, the “Second Past President” was removed.
The process by which a Director may be removed prior to their term was added. The Act stipulates this must be by the Members and cannot be an act of the Board.
The Act allows the Board to fill a vacancy in the Board for the duration of the term. Language was added to confirm this.
12 - Officers
No material changes.
13 - Administration
No changes
14 - Amendment of Bylaws
The position of this section in the document has been moved to keep financial sections together.
“Articles of Association” language changed to “Bylaws”.
15 - Financial Statements
Updated language regarding the provision of financial statements of the Association to the Members.
The Articles currently require that the Board obtain ‘consideration and comment’ from a person with accounting background or knowledge. In current practice, accounting professionals are not able or willing to provide ‘consideration or comment’ on documents like this without having more formally engaged, and so this language was removed.
16 - Financial Year
“Membership Year” information was moved into the Membership section (4).
17 - Banking
Instead of listing the Officers, we use the definition of Officers.
The reference to a specific bank was removed, allowing the Board to make any necessary changes in the future.
18 - Contracts and Purchases
Listed individuals removed and replaced by the Board definition.
The Board is requesting an increase on their spending limit per-item/contract from $800 to $1,200. In the 12 years since the last Bylaw/Article review, inflation has been over 30% and the request to increase to $1,200 allows the Board to continue to operate on behalf of the Association in consideration of overall rising costs. No planned changes to spending exist, simply the ability to do so without needing to call a Special Meeting for an expense exceeding $800.
Language has been cleaned up regarding the exemption from the spending limit for repairing/replacing the Association’s Capital Assets. No change to the intent, this allows the Association to pay beyond the $1,200 to repair or replace a damaged asset, such as the Fire Boat, Fire Pump, Buoys, or AEDs.
We added language allowing the Board to engage in emergency spending beyond the $1,200 if something threatens harm to the Association or its property. This is precautionary and drawn from samples of other Bylaws. The Board is required to report an emergency spend to the Membership as quickly as practicable.
Please use the link above to download the Draft Bylaws, with our summary below of the changes made. You can download a copy of the existing Articles of Association to the right of this notice at the top of the page.
2012 Articles of Association
The Articles of Association are the guiding documents of the Crane Lake Association. Among other things, they provide us with our purposes:
to promote the conservation of land, waters, fish and wildlife on Crane Lake;
to encourage water and fire safety among its members;
to represent its members in matters of mutual interest pertaining to their lands on Crane lake;
to encourage and organize social and recreational activities among its members.
We encourage all members to read and review the Articles of Association.
Download
Click Here to Download the Articles of Association updated in July 2012.