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Draft New Constitution for CSPB

The federal government's NFP Act states that all not-for-profit corporations must transition to new regulations by October 2014 (see: http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs03925.html). This Act contains a number regulations about what should, and should not, be in the Charter/Constitution and By-laws of an organization. As the CSPB is a not-for-profit corporation and also a registered charity, our new Charter/Constitution and By-laws must be approved by both the Charities Directorate of the Canada Revenue Agency and by Corporations Canada (which is part of Industry Canada). Corporations Canada has produced a Transition Guide to help organizations make the switch to the NFP Act (http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04954.html).

I have produced draft copies of Form 4031 and Schedule 1, which together with the Certificate of Continuance (which is issued by Corporations Canada) will form the new Charter/Constitution. The information in Schedule 1 is simply copied from the Corporations Canada website, and the information in Form 4031 is largely copied from the existing CSPB Inc Charter.

Lastly, I have produced a draft set of By-Laws. The new By-Laws were written with the following considerations in mind:

  1. To keep the spirit of the old By-Laws (in many cases I have simply copied and pasted).
  2. To ensure that the By-Laws do not contradict the NFP Act (this has led to some deletions).
  3. To make the terminology internally consistent (our current By-Laws have been written and revised over the course of many years, and there some minor inconsistencies). As well, as far as I can tell, we will no longer have an "Executive", but rather a "Board of Directors".
  4. That we currently have a Charter and By-laws for CSPB Inc, and a Constitution and By-laws for CSPB (the charity). These are combined into one document.
  5. To make the By-Laws consistent with existing practice.

These documents have been available for review on the CSPB website, and there have been invitations to the membership to comment on the documents; further comments are most welcome. The documents were also briefly discussed at the 2012 Annual Business Meeting in Edmonton. Updated versions of the documents, incorporating the comments, are periodically posted on the website.

Corporations Canada recommends that not-for-profit corporations that are also registered charities consult with the Charities Directorate of the Canada Revenue Agency about the Constitution and By-laws prior to submitting them for final approval by Corporations Canada. The CSPB draft documents have now been reviewed by the Charities Directorate, which made one only recommendation, and that recommendation that has now been implemented. Further comments about the documents are invited, and may be sent to treasurer@cspb-scbv.ca.

The draft Constitution will be periodically updated on the website as additional comments are incorporated. The goal is to have final approval, via formal vote, at the next Annual Business Meeting (June 2013, to be held at Université Laval), followed by submission to Corporations Canada (who might also ask for some changes). After final approval, the bilingual Charter/Constitution and By-laws will be posted on the Society website.

Harold Weger
Treasurer, CSPB/SCBV
Dept of Biology
University of Regina
Regina, SK, S4S 0A2

tel: 1-306-585-4479
fax: 1-306-337-2410
e-mail: treasurer@cspb-scbv.ca

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