Norwest By-laws Change Summary June 2024

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

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