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 |