Norwest By-laws Change Summary June 2024

The by-laws of NorWest Co-op Community Health Centre have not been reviewed and updated in many years. As part of a broader governance project, updating the by-laws to reflect best practices, to clear up ambiguity, and to increase transparency, was tasked to a consultant, Kevin Freedman of The Governance Guru. The following is a brief summary of the proposed changes and in some case, a rationale for the change. Kevin will attend the AGM and can help answer questions as to why certain changes were recommended.

Change Rationale

Structural changes:

– Changed, eliminated and moved various sections within the by-laws

– Multiple sections removed

– To make it more succinct and intuitive to read

– To eliminate redundancies, things that aren’t realistic, that conflict with legislation

Section 1.01 – Definitions

– Added some needed definitions

Section 1.02 – Purpose

– Added as an important part of by-laws

Section 2.02 – Clarifying member voting rights

– Eliminate ambiguity

Section 3 – Meetings of Members

– Lowered the number of members needed to call a special election

– Broadened reporting

– Added to vote a member must have had membership for at least a month

– Other minor changes

– Previously required hundreds to call a special meeting

– Eliminate ambiguity

Section 5 – Directors

– Set the number of board members at 5-11

– Added a restriction on recently departed staff

– Implements term limits for directors to a maximum of 12 years

– Allows the board to remove a board member with a 2/3 majority

– Allows for electronic votes

– Other changes that clarify expectations of board members or meetings

– Firms up the number of board members

– Reduce potential for conflict of interest

– Best practice and ensures succession planning and independence

– Best practice

– Eliminate ambiguity

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Section 6 – Officers and Committees

– Clarifies some points

– Best practice

– Eliminate ambiguity

Section 9 – Amendment

– Added a time period by-law amendments must be sent out to the membership by

– Best practice

– Eliminate ambiguity