Amgine wrote:

Spoke with Mike on the phone this past week about the by-laws. He said the Foundation really has very little to do with Chapter by-laws, but the Chapter Committee would be in charge of approving any.

That was predictable.

Delphine: I guess that puts you on the spot. Would there be any required modifications to the Canadian incorporation boilerplate by-laws example? http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs01366.html

As I said before the CBCA does not apply to non-profit corporations. Some key issues are not dealt with in your boilerplate, like who is a member. In a business corporation this can be determined by share ownership. For a corporation without share capital this is not so easy.

The new act also makes provisions for some electronic decision making. That was not there before.

It does not include a clause about how the by-laws would be amended, nothing in there about the need for a two-thirds vote, or the need (under the old act) to have the by-laws approved by the Minister before coming into effect.

Your boilerplate is not a complete set of by-laws. Boilerplate generally represents a convenient way of avoiding responsibility.

Ray