By-laws (Questions about proposed changes)

In hopes of streamlining the process for adopting the new by-laws that meet the requirements of the Canada Not-for-profit Corporations Act we have asked members of STLHE to look over the changes and send any clarifications or questions by email to the Secretary of the Society, Jon Houseman . These will be answered and posted here.

Adding and changing officers.
Q:
Article 7.01 – “…two offices may be held by the same person.” I’m wondering why this is included. How would it be possible for one officer to hold two positions on the board, given that officers are elected for specific positions? Article 7.02 – “…the board may remove, whether for cause, or without, any officer of the Corporation.” My interpretation of this is that the board can simply remove an officer without any particular reasons. Is this correct?
A:It is important to remember that on office and an officer are not people, they are defined tasks that people are assigned. In our case a director and yes they are initially elected as a director with that office. A case may arise where the secretary resigns and instead of appointing someone the offices of secretary/treasurer may be created. If an officer is removed our bylaws leaves the person still as a director. Officers are very special under the act and they can’t be left vacant so we can appoint from the membership, combine two posts, or drop that office. Granted they are not all equivalent to each other. I was surprised at the harshness of 7.02 it is taken directly from the bylaw builder under the section Vacancy in office.

3M Fellows membership status.
Q: The old 4.03 made a specific reference to the life-time membership of the 3M Fellows. This isn’t in the new by-laws. Has there been a change in their membership
A: No there is no change in the membership status of the 3M fellows. If you look at the original constitution of the Society there were two classes (types) of members: 3M Fellows and all other members. This definition of the 3M Fellow as a member was copied forward with each new set of by-laws. It is however positioned incorrectly, especially when we have two classes of members, Individual and Institutional that must be recognized in the bylaws. The new by-laws reflect this. There are different types of individual and institutional members and these are described in the Operations Manual of the Society. Among individual members we have: Life-time (3Ms), regular, student, retired and preferred (Institution has membership).