About CIRA’s proposed bylaw changes
The Government of Canada recently implemented new legislation governing federally-incorporated not-for-profit organizations, including the Canadian Internet Registration Authority (CIRA). This legislation is called the Canada Not-for-Profit Corporations Act. These new rules replace the law that has governed federal corporations for nearly a century. The rules under the new Act are modern, flexible and more suited to the needs of today’s not-for-profit sector.
In order for CIRA to transition to the new Act, we must take certain steps, which include replacing our letters patent, supplementary letters patent and bylaws with new charter documents. This requires CIRA to submit articles of continuance to obtain a Certificate of Continuance and to create and file new bylaws. The articles and new bylaws must comply with the new legislation. As a Member-driven organization, input from our Members plays an essential role in the development of new bylaws.
Earlier this spring, CIRA formally reached out to our .CA Members on proposed changes to our bylaws. The proposed changes included those changes necessary to transition to the new legislation, as well as proposed additional changes to streamline our governance structure.
Based on the feedback received from .CA Members, CIRA has decided to proceed only with the changes we believe are essential to transition to the new legislation. The other, additional streamlining changes will not occur at this time. Read more about the results of the outreach to Members and the CIRA Board of Directors’ efforts to enhance the governance structure in this blog post by CIRA Chair Paul Andersen.
Some of the key highlights of the new legislation and the changes that are required to our proposed bylaws include the following:
- The new Act doesn’t allow for ex-officio Directors. Accordingly, to maintain that structure, CIRA’s current three ex-officio Directors comprised of CIRA’s President, the Representative of the Government of Canada, and John Demco have been categorized in the proposed bylaws as “Board Advisors” and have been provided with similar roles.
- The default voting period in the new Act would have voting for CIRA’s Directors occur only at CIRA’s AGM itself rather than the current seven day voting period. As CIRA believes that the current seven day voting period offers the opportunity for much greater Member participation, the proposed bylaws maintain the seven day voting period, and allow Members who do not attend the AGM but who are otherwise eligible to vote to be able to vote electronically.
- The new Act requires the voter list to be generated 21 to 60 days before the start of the AGM. Currently, the voter list closes at the start of the AGM. Given that the voter list can no longer be generated at the start of the AGM, the proposed bylaws specify that the voter list will now close 21 days before the start of the AGM in order to allow as many Members as possible to vote.
- By default, the new Act would require CIRA to send financial statements and other financial documents to each Member by mail. Rather than sending all these materials to Members by mail, the proposed bylaws specify that the financial statements are freely available online on CIRA’s website or at CIRA’s office.
- As required by the new Act, the proposed bylaws set out the conditions required for being a member, the manner of withdrawing from membership, and the conditions on which membership ends.
- The new Act allows for electronic participation at meetings and for electronic signatures, which CIRA hopes to make use of to facilitate interaction with Members.
For more information on the new Act, please visit Industry Canada’s website at: http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04958.html.