Annual General Meeting – Special Resolution re: Bylaw change to update Section 16.1 Dissolution

June 10th, 2019

Title: Special Resolution re Bylaw change to update Section 16.1 Dissolution

Date: June 25, 2019

Background:

In June 2017, the Bylaws were changed to meet the new Societies Act in BC.  At the time, there was discussion on changing the constitution also, however, lawyers recommended that we change the Bylaws first to meet the new regulations, and then change the Constitution.  The Dissolution Clause in the Constitution was moved to the Bylaws in 2017 as required by the Societies Act, and then the Dissolution clause was removed from the Constitution when it was changed in June 2018.

The change required now is Section 16.1 of the Bylaws, Dissolution, with the identification of the Boys and Girls Clubs of Canada as the recipient at dissolution, not the Nanaimo Family Life Association.

 

Currently in Bylaws, passed June 2017 AGM

  • MISCELLANEOUS
  • Dissolution

Upon the winding-up or dissolution of the Society, the funds and property remaining after the payment of all costs, charges and remaining expenses properly incurred in the winding-up or dissolution, including the remuneration of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, shall be distributed to the Nanaimo Family Life Association, or if such Association is not then in existence or is not registered as a charity under the provisions of the Income Tax Act (Canada), then the amount which would otherwise go to the such Association shall be distributed to such charities, registered under the provisions of the Income Tax Act (Canada) as shall be designated by the Board of Directors.  Any such funds or property remaining which has originally been received for specific purposes shall, wherever possible, be distributed to “Qualified Donees” or charities registered under the provisions of the Income Tax Act (Canada) carrying on work similar to such specified purpose.  This provision was previously unalterable.  

 

Recommendation:

The Board recommends that a Special Resolution be presented at the AGM: Be it resolved that the wording in Bylaw 16.1 be changed to remove “Nanaimo Family Life Association” and replace with “Boys and Girls Clubs of Canada”.