THE PURPOSE OF THE BYLAWS
The Societies Act governs not for profit societies in British Columbia, and sets out rules regarding issues, such as the conduct of meetings, elections, the removal and appointment of directors and the requirement to maintain member registries. The Societies Act together with a society’s bylaws set out the basic rules for the management and governance of a society.
The bylaws of a society reflect the choices made and adopted by the members of a society about how the society will run and its governance. Bylaws cannot override the rules set out in the Societies Act, but they are used to supplement those rules.
In May 2023, the Societies Act was amended. The South Island FEI Society must update their bylaws to be in compliance with some of these amendments.
The attached bylaws contain proposed updates to the South Island Facility Engagement Initiative Society’s bylaws. Some of the proposed changes are based on the changes to the Societies Act, and some of them contain additional clarifications as explained below. In the attached document, you will see four types of updates, identified as Comments:
Type 1 – AMENDMENTS TO THE SOCIETIES ACT
Directors must have a finite term in office
- The Societies Act now requires that directors have a fixed term in office. Unless specified in a society’s bylaws, directors will now cease to hold office at the end of the first annual general meeting after they are elected. However, a society may adopt bylaws that provide for a longer term in office if their health authority rules provide.
- The term updates to the South Island FEI Society’s bylaws mirror those set out in the Island Health Medical Staff Rules, with a maximum of six consecutive terms of one year each.
Passing Resolutions without a Meeting
- Directors of a society make decisions and act collectively by passing resolutions. In the ordinary course, directors of a society will hold a meeting where a resolution is proposed, discussed, voted on and passed. Under the new amendments, directors are authorized to pass resolutions without a meeting if a copy of the resolution is sent to all directors and all directors consent in writing. This is referred to as a “consent resolution”. The Societies Act provides that a society’s bylaws may allow a consent resolution to pass with less than unanimous support of all directors. The attached bylaws provide that such resolution require unanimity, but you can change your bylaws to require a simple majority if you prefer.
Conflicts of Interest
- All directors are subject to a legal obligation to disclose the fact that they are in a conflict of interest and to absent themselves from meetings and not vote on any matter when they are in a conflict of interest. The Societies Act now provides that a director in a conflict of interest may remain in a meeting to provide clarification (but not vote) as long as at least one director (or a greater number if required by the bylaws) requests that they remain.
- The amended bylaws reflect this change to the Societies Act at section 6.8.
Type 2 – OTHER RECOMMENDED CHANGES
- Additional changes that have been proposed in the updated bylaws ensure there is appropriate clarification about matters such as the duties of members or directors, ensure that a fair process is followed before a member can be suspended or expelled, and automatically make all members of medical staff members of the society.
Type 3 – OTHER CHANGES TO BRING THE BYLAWS INTO ALIGNMENT WITH THE DOCTORS OF BC BYLAW TEMPLATE
- Our bylaws are based on the template provided by Doctors of BC. They were last updated in 2020. Since that time, there have been some updates to the template provided.
Type 4 – NUMBERING CHANGES – indicated in brown
- Resulting from the updates and additions listed above, there are many changes to the numbering of the bylaws, indicated in brown.