By-laws contain the items of governance; executive structure, Board structure, membership criteria and requirements, and committee structure are examples. How these items are implemented is usually found either in the policies of the NFPO or in some sort of operations and procedures manual.
In the past, STLHE (referred to as the Corporation in the by-laws) used an operations manual. With the new by-laws the Society has shifted to individual policy statements that focus on particular aspects of how the STLHE governs itself. These new policies are a composite of policies and procedures that were contained in the old STLHE by-laws, other documents – including Board minutes, and the contents of the operations manual.
By using policies, the Society has considerably more flexibility in its governance by allowing for changes without complete revision and filing of new by-laws with Industry Canada. This increased flexibility does not diminish the role of the Society’s members and the accountability of the Board to its members.
The members at the Annual General Meeting of the Society must approve changes in by-laws; only by-law changes have to be submitted (along with a fee for filing) to Industry Canada. All policy changes or new policies are approved by the Board. The only exception to this is a proposed change to Policy 1. Any change in Policy 1 must come before the Annual General Meeting as a special resolution requiring two-thirds majority vote for approval. This change would have no effect on the by-laws concerning membership.