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Club Action Newsletter
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Date: April 14, 2020

To:  Board of Directors, Regional Directors, All CFUW Clubs and Club Executives
Subject:  CFUW Articles and Bylaws Corrections and Amendments

 
Hello CFUW Members,
 
As we deal with the realities of life in Canada during the COVID19 pandemic we are all looking at new ways to continue our connections with each other and to carry on CFUW Club activities. Many innovations are emerging! Please continue to keep in touch and to email updates on your Club to Rachel Deneault  at cfuwgen@rogers.com . We are all concerned about the impact of the current situation on our members and their families, on CFUW Clubs and other organizations who work for the common good, and on those who are negatively impacted through the increase in domestic violence and the loss of job security, and on the impact to Canadian life and the economy in general.
 
In the meantime,  CFUW Committees are busier than ever, especially the Articles and Bylaws Committee and its Chair, Lori Ker, who has prepared the following communication for your serious reading.
 
Best wishes,

Grace

Articles & Bylaws

There are two main topics concerning CFUW Articles & Bylaws that the Committee wants to highlight for the membership: Corrections and Amendments.

Corrections:
Bylaw corrections are being made in order to bring the CFUW Articles & Bylaws into compliance with the Canada Not-for-profit Corporations Act (CNCA). They are necessary to ensure our bylaws are legally valid. In Canada, the highest authority for how a corporation is governed, comes from the applicable legislation.  Since CFUW is federally incorporated, the applicable legislation is the CNCA. Where there is a discrepancy between the bylaws and legislation, the legislation prevails.
 
The corrections were developed by Karen Cooper, CFUW Corporation Lawyer, and specialist in not-for-profit corporation law, in cooperation with the CFUW Articles & Bylaws Committee and the CFUW Board of Directors. They have been incorporated into the CFUW Articles & Bylaws March 2020 version which will be presented for membership ratification at the AGM. Click here for the Corrections Background Document.
 
Amendments:
The CFUW Articles & Bylaws Committee is publishing a set of proposed amendments to the March 2020 revised version of the bylaws. The proposed amendments were recommended by the CFUW Articles & Bylaws Committee and subsequently reviewed by Karen Cooper, CFUW Corporation Lawyer and specialist in not-for-profit corporation law. They were then reviewed and approved for presentation to the CFUW membership by the CFUW Board. Click here to find the Proposed Amendments Document.There are 4 additional documents required by Corporations Canada pertaining to the first amendment: Form 4031, Form 4004, Schedule 1 and Form 4007.
 
Clubs will be invited to propose amendments to these amendments and submit them by May 19, 2020 using Form 2. The May 19th date for amendments to the amendments is a different date than what was previously communicated to the membership but is in line with the Canada Not-for-profit Corporations Act (CNCA) which outlines that member proposals for bylaw amendments can be received between 90 and 150 days prior to the anniversary of the previous year’s AGM.
 
The proposed amendments and subsequently received amendments will be voted on individually by the membership at our 2020 AGM.
 
Background information can be found in the documents listed above and you are encouraged to speak with your Club President or Regional Director for further information. Click here to find a Q&A document from questions asked after Regional Director and President webinars.

Information on the AGM will be forthcoming later this week.
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