WCTA Proposed Constitution and Bylaw Amendments Explanatory Document February 20, 2015
Important Message to all WCTA Members - Please Read,
The Annual General Meeting of the Western Canada Turfgrass Association (WCTA) will take place on Wednesday, March 11, 2015 at 11:30am in the Crystal Ballroom of the Fairmont Empress Hotel in Victoria, BC. Lunch will be served to help maximize attendance for this very important business meeting of the association that will include:
• Report of the Board of Directors
• Review of the 2014 financials
• Election of Officers and Directors
In addition, for the first time since 1994, WCTA members will be asked to consider significant changes aimed at updating and modernizing the WCTA Constitution and Bylaws. The proposed amendments are the result of an exhaustive review process that began in March of 2012 with the formation of a special Governance Committee and ending at the Board of Director’s Meeting held February 19, 2015.
Preamble
An organization’s founding principles and rules governing its operation need to be clear, meaningful and organized in an efficient and easily understood manner. Over time, a not-for-profit’s (NFP) Constitution and Bylaws can become outdated, disabling an association’s efficiency, relevance and potential for progress.
The goal of the Board and task of the Governance Committee, was to create an efficient, working document that would provide a solid foundation allowing the association to move forward for the benefit of the WCTA membership and the turf management industry.
Background
Research and consultation for this review was substantial, thorough and therefore, time consuming. The review also considered previous consultation with Directors and/or staff of several similar associations, for example, the BC Landscape and Nursery Association, Irrigation Association of BC, Canadian Golf Superintendent’s Association, British Columbia Golf Superintendent’s Association, Allied Golf Association of BC and Sports Turf Canada.
On January 10, 2013, then WCTA Director Dr. Brian Holl presented his governance report to the Board of Directors and 40 page ‘WCTA Manual’, a compilation of governance and association organizational documents that had previously been kept separately.
Further governance model research continued. In November 2013, the WCTA Executive Director, along with the WCTA President, attended the ‘Governance Summit’ a specialized program produced by the Canadian Society of Association of Executives that ‘explored proven governance models that utilize the diverse expertise and skill sets of your Board’s members in order to enhance the robustness and effectiveness of your organization’s leadership team.’
At the November 29, 2013 Board meeting, the Governance Committee reported that the document created by Dr. Brian Holl had been fully reviewed concluding at least another full day would be required for the committee to meet and discuss potential changes (to the constitution & bylaws). It was also recognized at the time, what was being discussed should be part of the association’s strategic plan. One committee member suggested a lawyer should be engaged to review the document.
The Governance Committee did meet in person December 10, 2013, presenting its recommendations for Constitution and Bylaw amendments at the January 17, 2014 Board meeting. The amendments were voted on and passed by the Board, with some changes, intending to bring them forward to the WCTA membership at the 2014 AGM held in Vancouver on February 19th, 2014.
At a special meeting of the Board held January 28, 2014, a motion was passed to ensure proposed Constitution and Bylaw amendments were vetted by either a lawyer or governance expert. Due to the shortness of time, it was not possible to fulfil this requirement and therefore, the proposed amendments were not ready to be presented to the membership at the 2014 AGM.
On September 8, 2014, the Governance Committee met in person again for a full day with the goal of finalizing its constitutional amendment recommendations to the Board of Directors. The committee was confident this final draft would encompass the necessary updates and was ready to vet the document through an expert.
After researching several options, Marilyn Payne of MPC Consulting was retained in October, 2014 for that purpose. MPC’s instructions were to ensure compliance with current and potential new Society Act requirements, ensure the document was usable, and ensure the contents of the document were consistent with the spirit of the association and servient to the best interests of the WCTA membership as a whole.
Execution
Over the next 3 months, MPC Consulting proceeded to review the current Constitution and Bylaws and proposed amendments. Each article was reviewed at length for intent, relevance, clarity and organization relative to other bylaws. The entire document has been restructured and renumbered in logical order and wording has been strengthened where required.
Reporting directly to the WCTA Board, MPC Consulting recommended significant changes to the Constitution and Bylaws on two separate occasions (November 27 and January 22) and has provided a final ‘clean copy’ of the document encompassing the final proposed amendments in their entirety. Proposed amendments have gone through no less than five draft revisions.
A list of ‘Special Resolutions’ will be put forward at the AGM under the ‘New Business’ section of the agenda, asking WCTA Members to vote on each proposed amendment. WCTA members in good standing will have the opportunity for comment and/or questions prior to the vote. MPC governance consultant Marilyn Payne will be on hand at the AGM to help explain the changes and answer any questions that arise. Proposed amendments to the Constitution and Bylaws address the following key areas:
• adding advocacy for the turf management industry to the Society’s purpose.
• adding a definitions and interpretation section.
• enhancing the section that defines WCTA members.
• clarification of Annual General Meeting notification requirements and protocols including an increase to the number of members required for quorum from 10 to 35.
• changes to the composition of the Board of Directors reducing the size of the Board from 11 elected Directors plus the Past President to 8 elected Directors plus the Past President.
• Clarification of the terms of office for all Directors, which is two years, including changes to the President and Vice President terms from one year to two years.
• addition of a Finance Director position by appointment to an existing Director, who will be an Officer of the Association.
• addition of a section for duties of Directors including protocols for non-performance.
• addition of a section for proceedings of Directors including the ability to meet via teleconference or other electronic means.
• a change to the Director Nominations Committee to exclude any Directors who may be running for office in the applicable election.
• addition of an article addressing potential conflict of interest and confidentiality for Directors.
• addition of an article to indemnify Directors.
• addition of a structure for forming standing and ad-hoc committees.
• changes to the Finance section including addition of the Finance Director as a signing Officer and making the Finance Director responsible for presenting an annual operating budget to the Board of Directors.
• clarification to the section on how to make changes to Constitution and Bylaws.
Election of Officers and Directors
An Election of the Board will take place during the AGM following the New Business section of the agenda. Nominations are currently being solicited for Officers and Directors.
With regards to proposed changes to the Board structure, if accepted by the membership, a three-year transition period will be required to fully implement the reduction in number of Directors and to move from one to two years terms for the President and Vice President.
In Closing
A great deal of time and effort has been contributed by various Directors who participated on the committee, and the entire Board during the sanctioning process. Staff was also heavily involved, helping with research and coordination throughout the entire three-year project.
The process of revising this document was not taken lightly and arriving at the point of presenting Constitution and Bylaw amendments to the WCTA membership has been a long, arduous journey. Due diligence requirements necessitated the highest level of care and attention throughout this process while ensuring all aspects of the recommendations were considered with the membership and operation of the association at top of mind. For this reason, the Board was not able to present its recommendations to the membership until now.
The Board respectfully asks that you review copies of both the current and proposed Constitution, along with the list of proposed Special Resolutions, included with this package in preparation for the upcoming Annual General Meeting.
CLICK HERE for the list of special resolutions proposing changes to the WCTA Constitution and Bylaws.
CLICK HERE for proposed WCTA Constitution and Bylaws document.
CLICK HERE for the current WCTA Constitution and Bylaws.
All WCTA members are urged to participate in the upcoming AGM to ensure we, as an association, are acting on behalf and in the best interests of our membership. If you have any thoughts, questions or concerns, please contact any Director of the WCTA Board.
WCTA Board of Directors
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How can changes be made to a society's bylaws and/or constitution? (from the BC Corporate Registry website)
The society must pass a special resolution to change its bylaws and/or constitution. Passing of the resolution takes place at the society's Annual General Meeting (AGM) or General "Special" Meeting.
Members of the society must be given at least 14 days written notice of the meeting and of the intent to change the bylaws and/or constitution. At the meeting, you need a majority of not less than 75% of the votes cast by members who vote in person or by proxy in favour of the changes to pass the special resolution.
Example:
• 100 members attend the meeting
• Only 60 votes are cast
• 75% of the 60 votes cast (i.e. 45 votes = 75%) need to have voted "yes" to pass the special resolution
Once the special resolution is passed by the members of the society, you must file a Form 10 Copy of Resolution. There is a $50 filing fee, payable by cheque or money order to the Minister of Finance, that must be included with the form and sent by mail.
The changes come into effect once the resolution is filed with the BC Registry Services. A resolution, other than one changing the number of directors or removing a director, does not take effect until it is filed with the registrar.