As some of you may know we recently hosted our 71st Annual General Meeting (AGM). I would like to take this opportunity to discuss a few great questions and dialogue that came out of that meeting.
We introduced a change to By-Law Section #25 which originally read:
MEMBERSHIP
25.01 The membership shall consist of the applicants for the
incorporation of the Corporation, all persons or such other entities to whom a
donation receipt has been issued within sixteen (16) months of same, and such
other members who from time to time are approved as members by the Board of
Directors.
25.02 Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.
25.03 In case of resignation, a member shall
remain liable for payment of any assessment or other sum levied or which became
payable to the Corporation prior to acceptance of his/her resignation.
25.04 Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.
Prior to the AGM, we put a by-law change notification in The Record, in
our AGM announcement, and on our website.
Thanks to one of our members and our Community Impact Council Chair, Theron
Kramer, for taking the time to ask clarifying questions at the AGM. I believe that if one person had questions, others
did as well! Good questions deserve good answers…...
Q: Why is United Way
Jan: United Way KW’s relationships with its donors are primarily through organizations and as such donors are typically receipted on T4’s. Although United Way KW does provide some receipts, we seldom have donor names or contact information. It is becoming increasingly important from a legislative point of view that an organization be able to clearly identify its members such that it can provide them with proper notice and other information to which they are entitled. Under this legislation we could be asked to provide CRA with a current and accurate listing of our members at any time.
In current not-for-profit and charitable non-share capital corporations, the Corporation for the purposes of properly ascertaining the identity (including the address and other contact info) of a member needs a more robust process to determine membership other than someone who makes a donation. For example – if a workplace writes one aggregate cheque for all its employee donations without providing a listing of names, addresses and donation amounts–United Way KW would not know who our members at that workplace are.
Q: Do the changes to the by-laws mean that membership would no longer be defined as those who have donated in the last 16 months?
Jan: Yes – that is correct.
Q: Is the membership now defined as those on the Board of Directors and those that the Board of Directors approves?
Jan: Yes – that is correct. The Board of Directors is the best group to do this because they are the only members that have a fiduciary duty to act in the best interests of United Way KW. No other group or person has this responsibility.
Q: What criteria will the
Board of Directors use to decide who can be an acting member?
Jan: Following the resolution
passed at the annual meeting the Board of Directors has made the determination
of membership criteria a priority. They must now determine objective criteria
upon which membership is based which includes the ability to clearly ascertain
the member by name, address and other contact info. For example, one of the
criteria the Board of Directors could establish is an application form setting
out the requirement for this information. In addition criteria could include,
for example, a membership fee, a minimum donation, an expressed commitment to
promote the interests of United Way KW and/or other criteria.
Q: Why didn’t you wait to
have the criteria in place and pass this motion at the next AGM?
Jan: Similar to other
non-profits, we knew the legislation changes were coming, although not sure of
the exact date, and our legal counsel noted that many non-profits were taking a
first step to assign the Board of Directors the authority to determine the
criteria. The change to the By-law was
needed to take that recommended first step. We
thought this was the best way to start this process- in alignment with the
timing of our 71st AGM and the anticipated new Not for Profit
Corporations Act. Our next step is to be thorough and thoughtful in setting the
criteria, taking into consideration our legal responsibilities, inclusivity,
administrative capacity, and other factors.
I would like to thank everyone who participated in our 71st AGM. Your questions and concerns solidify that our
members truly care about United Way KW and this community.
Sincerely,
Jan Varner
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