If you are a member of the Quebec Family History Society (QFHS), this important article is for you:
The QFHS will hold a special general meeting of its members on September 13, 2014 for approval to obtain a Certificate of Continuance, a document that grants the organization continuance as a federally incorporated not-for-profit society.
Also on the meeting agenda is a discussion of possible future changes to its constitution. Members have been invited to submit written recommendations for changes to the bylaws, which were written in 1992. The deadline for these submissions is August 13.
The meeting is open to all members in good standing. The official notice of the meeting was included in the Summer 2014 issue of Connections and can also be found on the society’s website, www.qfhs.ca. The society’s current bylaws can be found in the members-only section of the website.
The notice that appeared in Connections did not explain the need for this special meeting. The federal government has written a new law, called the NFP Act, governing federally-incorporated not-for-profit corporations such as ours. The society must revise its bylaws to obtain its Certificate of Continuance.
The deadline to obtain a Certificate of Continuance is Oct. 17, 2014. All corporations that don’t meet the deadline will be automatically dissolved.
With its wonderful library and charitable tax status, the QFHS is a valuable part of the English-language community in Quebec. Recently, it has also begun serving people with ancestors from France, northern Europe, Italy and other places. We need to ensure that the society not only survives, but continues to thrive.
Last winter, about a dozen concerned QFHS members, including myself, met monthly to discuss concerns about the society. In January, we sent a petition to the QFHS board, requesting a special general meeting of the membership to discuss changes to the bylaws. The meeting planned for September – almost nine months after the petition was sent — is a response to that request.
The members of our group love the society, but we are concerned about the lack of transparency and would like members to have more say about how the organization is run. This meeting call is a perfect example of our frustrations. Most members don’t know why it is being called or what steps the board has taken to meet the deadline to comply with Canada’s new NFP Act. Many organizations have already completed the transition process and, as far as we know, we have not even begun it.
We are also concerned that members won’t have much time for discussion during this meeting because a special guest speaker that we’d all like to hear will present at the same time.
We intend to prepare our own list of suggested bylaw changes. The QFHS bylaws are neither long nor complicated, and there are just a few key changes we would like to see, such as voting rights for members who do not live in the Montreal area, but who make up almost half the society’s membership. We would also like to see a limit on the number of times a director can be re-elected.
All members should take this opportunity to look at the bylaws in the members-only section of the website and send in their recommendations.
Also, more members should consider stepping up and running for election to the board of directors. For an organization like ours to thrive and improve the society for its members, there should be a rotation of new board members after each term. This rotation will bring in new expertise and ideas.
The special meeting will take place at 10:30 a.m., Saturday, September 13, Briarwood Presbyterian Church Hall, 70 Beaconsfield Blvd., Beaconsfield, QC. Please be there.
Written recommendations for changes to the bylaws should be mailed to: QFHS, P.O. Box 715, 15 Donegani Ave., Pointe Claire, QC, H9R 4S8. Attention: Robert Poole. The deadline is Aug. 13.
For more information:
The following link has a summary of the features of the new act and what societies need to do to meet its requirements. http://www.csae.com/Resources/ArticlesTools/View/ArticleId/1771/Navigating-Canada-s-Not-for-Profit-Corporations-Act.
For an introduction to the new Canada Not-for-profit Corporations Act (NFP Act) prepared by Industry Canada, see http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04958.html
This page explains, “The corporation must replace its letters patent, supplementary letters patent (if any) and by-laws with new charter documents. This means that you need to submit articles of continuance to obtain a Certificate of Continuance as well as create and file new by-laws. The articles and by-laws must comply with the NFP Act.”
It adds, “Corporations that do not make the transition by the deadline will be assumed to be inactive and will be dissolved. For registered charities, dissolution could lead to the revocation of their registration as a charity, which would result in the corporation having to pay revocation tax equal to 100% of the value of their remaining assets.”
Another page describes the transition process: http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04954.html
And this page is helpful because it explains mandatory and default rules: http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04967.html
Finally, the QFHS is not alone in having governance issues. Here is a link to a series of articles prepared by the Federation of Genealogical Societies in the U.S. to help organizations meet challenges such as developing marketing and communications strategies, managing volunteers, understanding parliamentary procedure and running elections: http://www.fgs.org/cpage.php?pt=55