Bylaws: Updated for NFP Act Compliance
As of Sept. 8, 2014 when Digital Health Canada received its formal Certificate of Continuance from Industry Canada, the association completed its compliance with the Canada Not-for-profit Corporations Act (NFP Act), establishing a new set of rules for federally incorporated not-for-profit corporations in Canada.
The deadline for all federally incorporated not-for-profit corporations, including Digital Health Canada, to comply with the NFP Act is October 2014. Updating the Digital Health Canada bylaws was also required for compliance. The bylaws were updated and approved by the Board of Directors May 16, 2014 and at the Annual General Meeting in June 2014.
About the Bylaw Update
The Digital Health Canada bylaw update included changes required by the NFP Act (i.e., changing “head office” to “registered office”, changing “auditor” to “public accountant”, timeframes of meetings, notices and reporting, electronic meetings, resolutions in writing, waivers of notice, etc.) and some additional key changes that affect Digital Health Canada. Members should also be aware of the following.
- The forms of proxies are now particularly delineated.
- Specific duties of the Board that may not be delegated to a Board or member committee are now listed in the bylaws.
- All Directors of the Board must be “elected” Directors of the Board (eliminating ex-officio membership in the Board by virtue of holding an office of President-elect or President) or officers may participate in the Board, but not vote (i.e., Past President, CEO). (It is noted that, by Digital Health Canada policy, the Board of Directors shall appoint officers where possible from amongst elected Board members. Should the Board of Directors wish to appoint a non-elected individual, the special process under “appointing non-elected officers” shall be followed.)
- As an interim step to full implementation of the bylaws and for continuity of Board Executive, the Digital Health Canada Board took the step to address transition of the current President-elect to the President office for a two-year term without need for re-election, taking effect at the AGM 2014, and the transition of the President to Past President, also taking effect at the AGM 2014.
In addition to the required changes, the Digital Health Canada Board updated the bylaws to address:
- Newly elected directors, who by choice or other circumstance, declare before the AGM or otherwise note that they are unable to assume office;
- A change in title of the President-elect to Vice President and a change in term of office of Vice President (was President-Elect) to one year.