#1108 – 777 West Broadway
Vancouver, BC V5Z 4J7
VDoFP Constitution and Bylaw Changes
This document represents a detailed summary of the proposed changes to the Vancouver Division of Family
Practice (VDoFP) constitution and bylaws, as required by the new BC Societies Act. These changes require
approval by the VDoFP membership. This document seeks to lay out for members the specific changes that
were made in order to facilitate an informed decision, and so includes:


Context and background for the changes (Pages 1-2)
A summary comparison between the current and proposed constitution and bylaws (Appendix found on
pages 3-8)
This summary can be found on the 2016 Membership Vote webpage, along with additional information, such as
complete copies of the current and proposed constitution and bylaws, as well as the bylaw template provided
by the Provincial Division Office (PDO) to facilitate the bylaw updates.
CONTEXT
On March 25, 2015, Minister of Finance Michael de Jong introduced Bill 24, the Societies Act, in the British
Columbia Legislature. The Bill, which received Royal Assent on May 14, 2015, substantially reforms the current
not-for-profit legislative regime. The Societies Act will come into effect on November 28, 2016. Except for a
few sections, the application of which is delayed until 2018, the new Act and regulations apply to all societies
incorporated under the current Society Act, and any provision of a Division’s bylaws that is inconsistent with
the new Act is ‘of no effect’ from that date.
The new Societies Act will impose new accountability and transparency measures on publicly funded societies
and charities. For a full version of the new BC Societies Act, go to
http://www.bcregistryservices.gov.bc.ca/bcreg/societiesact/index.page.
THE MOTION BEFORE THE MEMBERSHIP
As part of the transition to the new BC Societies Act, the following motion have been drafted for approval by the
VDoFP Membership.
The motion has three parts, although members are asked to cast one vote for the entire motion. The first part
speaks to replacing the bylaws of the Division. The second part speaks to replacing the constitution of the
Division. The third part authorizes the directors to enact all the logistical and operational steps to complete the
transition of the bylaws and constitution. The exact motion is as follows:
1
MOTION:
1. Resolved as a special resolution that the Bylaws of the Society be repealed in their entirety and replaced
by the bylaws set out as Schedule A hereto.
2. Resolved as a special resolution that upon Transition of the Society under the Societies Act (BC) it be
confirmed that the Constitution of the Society appear as the Constitution set out as Schedule B hereto.
3. Resolved as an ordinary resolution that the directors of the Society be authorized and permitted to make
all necessary filings to cause the new form of Constitution and Bylaws of the Society to be brought into
effect upon Transition of the Society under the Societies Act (BC).
RECOMMENDATION FROM THE BOARD OF DIRECTORS
The Board is recommending that VDoFP members approve the Constitution and Bylaws as attached by approving
the motion put forward.
OUTLINING THE PROCESS TAKEN
Any provision of the Division’s bylaws that is inconsistent with the new Act is ‘of no effect’ from November 28,
2016. In an effort to mitigate risk, the Provincial Division (PDO) drafted a template designed to address the
significant changes resulting from the new Act. This template is in accordance with the new Act, has been
adopted by the Vancouver Division, and where there are options, the new bylaws being recommended by the
Board to the membership for approval mirror the existing bylaws. The PDO template wording has been adopted
where there were editorial differences between our current bylaws and the PDO template, and where current
bylaws are silent.
The document was then sent to VDoFP legal counsel at Alexander Holburn Beaudin + Lang LLP for review. The
review resulted in only a few minor editorial changes / clarifications.
STILL TO COME: CHANGES TO THE VDOFP GOVERNANCE MODEL
We have migrated the current bylaws and constitution into the PDO template to ensure that the revised bylaws
are consistent with the new Act. There are additional bylaws that will need to be changed over the next 12
months (in preparation for the November 28, 2018 deadline) which will reflect a) further requirements of the
new Act specifically with respect to Section 41 and limits on remuneration of Directors and b) areas where the
Board has suggested they want to incorporate governance changes but have not yet completed the process around
those changes.
At this time, the proposed changes represent the minimum required updates in order to be compliant with the
new legislation. Further changes that would represent more significant changes to the governance model will be
proposed for ratification at the 2017 Membership Vote.
2
Appendix: Cross Reference between New and
Existing Bylaws
The attached Constitution and Bylaws are based on the PDO template and where options were noted the text
was taken primarily verbatim from the existing bylaws or was checked for consistency with existing bylaws.
Significant decision points or differences from the PDO template are highlighted in RED. Please note that
instructions and guidance notes in [] were also removed from the PDO template.
There is not a one to one direct comparison from the new Bylaws to the old – there are many more items in the
new and some of the old are not carried forward. Every effort has been made to preserve the integrity and
nature of the original Bylaws.
For reference the PDO Template, the Constitution and Bylaws that are currently in effect and the recommended
Constitution and Bylaws for approval are available for download and review on the 2016 Membership Vote
webpage.
CONSTITUTION
New
Per Section 10 of the new Act, the Constitution can only
include name and purposes.
1. Name
2. Purposes
Existing
Includes name, purposes and three additional clauses.
No change
No change
Activities of the Society moved to 3.7
Upon winding up or dissolution moved to 19.1
Paragraphs 3, 4 and 5 are unalterable removed but now
referenced in 3.7 and 19.1 directly.
BYLAWS
New
1.1 to 1.3 Definitions
Existing
Definitions were included in 1.1 previously.
definitions directly from PDO Template.
No change
2 Membership
2.1 Membership Classes
New
Not included in existing bylaws so taken from PDO
Template. Consistent with 2.2.
Not included in existing bylaws so taken from PDO
Template. Relates directly to transition in bylaws.
Was 2.2, verbatim
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
2.2 Transition of Membership
2.3 Eligibility of Membership
2.4 Membership Coordinator
2.5 Application for Membership
2.6 Reviewing and Acceptance of Application
3
New
 referred to Person or Organization in relation to
membership, removed “or Organization”
2.7 Reporting and Ratification of Membership
2.8 Referral of Application to Board
2.9 Membership not Transferrable
2.10 Term of Membership
2.11 Renewal and Re-application of Membership
2.12 Reapplication for Membership
2.13 Cessation of Membership
3. Membership Rights and Obligations
3.1 Rights of membership
3.2 Membership not in Good Standing
3.3 Dues
3.4 Standing of Members
left the reference to exception of members
suspended by the Society.
3.5 Compliance with Constitution, Bylaws and Policy
Existing
No stipulation in existing bylaws for an organization to
be a member.
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
Consistent with 2.3
Consistent with 2.4
Included wording from 2.5
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
Consistent with 2.7
New - Not explicit in one section of the existing Bylaws.
Not explicit in one section of the existing Bylaws so
taken from PDO Template. Consistent with current
practice.
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
Was 2.8, verbatim
Was 2.9, with the ability to expel members by special
resolution in 2.6

3.6 Expulsion or Suspension of a Member
removed references to suspension or expulsion by
Board resolution as not currently permitted in the
bylaws. This may be a consideration in the revised
governance model.
3.7 No Distribution of Income to members
4 Meetings of Members
4.1 Time and Place of General Meetings
4.2 Annual General Meetings
Not included in existing bylaws so taken from PDO
Template. Consistent with current practice.
From 2.6 – allows for expulsion by special resolution
only

4.3 Extraordinary General Meeting
4.4 Calling of Extraordinary General Meeting
4.5 Notice of General Meeting
PDO template included a choice between less than
250 members and more than 250 members –
removed reference to less than 250 members as it
does not apply.
4.6 Contents of Notice
Was Constitution #3, verbatim
Was Part 3
Was 3.1, verbatim
Was 3.7, used PDO Template wording but consistent
with existing bylaws and with current practice.
Was 3.2, verbatim
Was 3.3 - used PDO Template wording
Was 3.4 – used PDO Template wording as it allows for
email notice, consistent with current practice.

4.7 Omission of Notice
5 Proceedings at General Meetings
4
Was 3.5, first paragraph is verbatim, added second
paragraph per PDO Template as it contemplates
electronic means which is consistent with practice.
Was 3.6, verbatim
Was Part 4
New
5.1 Business Required at Annual General Meeting
5.2
5.3
5.4
5.5
5.6
Attendance at General Meetings
Electronic Participation in General Meetings
Registration of Members
Requirement of Quorum
Quorum
5.7 Lack of Quorum
5.8 Loss of Quorum
5.9 Chair
5.10 Alternate Chair
5.11 Chair to Determine Procedure
5.12 Adjournment
5.13 Notice of Adjournment
5.14 Minutes of General Meeting
6 Voting by Members
6.1 Ordinary Resolution Sufficient
6.2 Entitlement to vote – reference to voting member in
good standing.
6.3 Voting Other than at a General Meeting
6.4 Voting Methods
New, used PDO Template wording
Was 4.12, used PDO Template wording which is
consistent with current bylaws with the addition of
electronic means, which is current practice
Was 4.13, verbatim
New, used PDO Template wording
Was Part 5
Was 5.2, used PDO template wording which has minor
editorial changes, consistent with current bylaws
Was 5.3, first two paragraphs only
Was 5.13, verbatim
New, used PDO Template wording
Consistent with 5.9 – Directors must be members, but
used the PDO Template wording
6.5 Voting by Proxy
6.6 Voting by Chair
7 Directors
7.1 Management of Property and Affairs
7.2
7.3
7.4
7.5
Existing
New, used PDO Template wording and consistent with
current practice and 4.1b
New, used PDO Template wording
New, used PDO Template wording
New, used PDO Template wording
Was 4.2, verbatim
Was 4.4, plus reference to Members in good standing
and present
Was 4.5, used PDO template wording but consistent
with current bylaws
New, used PDO Template wording
Was 4.6, used PDO template wording which has minor
editorial changes, but consistent with current bylaws
Was 4.7, used PDO template wording which has minor
editorial changes, consistent with current bylaws
New, used PDO Template wording
Was 4.8, verbatim
Was 4.9, used PDO template wording which has minor
editorial changes, consistent with current bylaws
New, used PDO Template wording, consistent with
current practice
Was included in Part 4
Was 4.10, used PDO template wording which has minor
editorial changes, consistent with current bylaws
Was 4.11, used PDO template wording which has minor
editorial changes, consistent with current bylaws
Composition of the Board
Invalidation of Acts
Duties of Directors
Qualification of Directors –
 removed reference to non-member directors
7.6 Term of Directors
7.7 Consecutive Terms and Term Limits
7.8 Extension of Term to Maintain Minimum Number of
Directors
5
Was 5.5, used PDO template wording which has minor
editorial changes, consistent with current bylaws
Was 5.6, used PDO template wording which has minor
editorial changes, consistent with current bylaws
Was 5.10, used PDO template wording which has minor
editorial changes, consistent with current bylaws
New
7.9 Appointment to Fill Vacancy
7.10 Removal of Director
7.11 Ceasing to be a Director
7.12 Transition of Director’s Terms
8 Nomination and Election of Directors
8.1 Nomination of Directors
8.2 Elections Generally
8.3 Election at Annual General Meeting
8.4 Election of Acclamation
8.5 Election by Secret Ballot
8.6 Nomination and Election Policies
9 Powers and Responsibilities of the Board
9.1 Powers of Directors
9.2 Policies and Procedures
9.3 Remuneration of Directors and Officers and
Reimbursement of Expenses (note this will require a
policy).
9.4 Investment of Property and Standard of Care
9.5 Investment Advice
9.6 Delegation of Investment Authority to Agent
10 Proceedings of the Board
10.1 Board Meetings
10.2 Regular Meetings
10.3 Ad Hoc Meetings
10.4 Notice of Board Meetings
10.5 Attendance at Board Meetings
10.6 Participation by Electronic Means
10.8 Director Conflict of Interest (note may require
policies)
10.9 Chair of Meetings
10.10 Alternate Chair
10.11 Chair to Determine Procedure
10.12 Minutes of Board Meetings
11 Decision Making at Board Meetings
11.1 Passing Resolutions and Motions
Existing
Was 5.3 a, b, d and e, 5.10, used PDO template
wording which has minor editorial changes, consistent
with current bylaws
Was 5.14, verbatim
Was 5.15, used PDO template wording which has minor
editorial changes
New – this is transitional from the old Act to the new
Included in Part 5
New, used PDO Template wording, consistent with
current policy and practice
New, used PDO Template wording, consistent with
current policy and practice
New, used PDO Template wording, consistent with
current practice
Was 5.10, used PDO Template wording, consistent with
current practice
Was 5.7, used PDO Template wording
New, used PDO Template wording, consistent with
current practice
Was included in Part 5
Was 5.18, used PDO Template wording
New, used PDO Template wording, consistent with
current practice
Consistent with 5.17, used PDO Template wording,
consistent with current practice
Was 5.19, used PDO template wording which has minor
editorial changes
Was 5.21, verbatim
Was 5.22, verbatim
Was Part 6
Was 6.1, used PDO Template wording
Was 6.1, used PDO Template wording
Was 6.1, used PDO Template wording
Was 6.1, used PDO Template wording
New, used PDO Template wording, consistent with
current practice
New, used PDO Template wording, consistent with
current practice
Silent, used PDO Template wording
Was 6.3, used PDO template wording which has minor
editorial changes
Was 6.4, verbatim
New, used PDO Template wording, consistent with
current practice
New, used PDO Template wording, consistent with
current practice
Was 6.7, used PDO template wording which has minor
editorial changes
6
New
11.2 Resolution in Writing
11.3 Entitlement to Vote
11.4 Procedures for Voting
12 Officers
12.1 Officers
12.2 Election of Officers
12.3 Term of Officer
12.4 Removal of Officers – requires only Board
resolution (ordinary majority)
12.5 Replacement
12.6 Duties of Chair
12.7 Duties of Vice-Chair
12.8 Duties of Secretary
12.9 Duties of Treasurer
12.10 Absence of Secretary at Meeting
12.11 Combination of Offices of Secretary and Treasurer
13 Senior Managers
14 Indemnification
14.1 Indemnification of an Eligible Party
14.2 Indemnification of an Eligible Party in a Subsidiary
14.3 Advancement of Expenses
14.4 Indemnification Prohibited
14.5 Indemnification not Invalidated by Non-Compliance
14.6 Approval of Court
14.7 Indemnification Deemed Term
14.8 Purchase of Insurance
15 Committees
15.1 Creation and Delegation to Committees
15.2 Standing and Special Committees
15.3 Terms of Reference and Rules
15.4 Meetings
15.5 Dissolution of Committee
16 Execution of Instruments
16.1 No Seal
16.2 Execution of Instruments
16.3 Signing Officers
17 Financial Matters and Reporting
17.1 Fiscal Year
17.2 Accounting records
17.3 Borrowing Powers
17.4 Restrictions on Borrowing Powers
17.5 When Audit Required
17.6 Appointment of Auditor at Annual General Meeting
7
Existing
Was 6.9, used PDO template wording which has minor
editorial changes
New, used PDO Template wording, consistent with
current practice
Was 6.8, used PDO template wording which is
consistent with current bylaw
Was 8.1, used PDO template with references to ViceChair left in as we have this role in practice
Was 8.1, used PDO template
Was 8.1
Consistent with 8.3, although 8.3 requires a resolution
passed by a majority of not less than 2/3rds of
Directors
Was 8.4, verbatim
Was 8.5, verbatim
New - used PDO template with references to Vice-Chair
left in as we have this role in practice
Was 8.6, verbatim
Was 8.7, verbatim
Was 8.8, verbatim
Was 8.9, verbatim
This entire section is not contemplated in the existing
bylaws but is required by the new legislation and has
been taken verbatim from the PDO Template.
Was 14.1, used PDO Template wording
Was 14.1, used PDO Template wording
Was 14.3, used PDO Template wording
New, used PDO Template wording
Was 14.5, used PDO Template wording
Was 14.4, used PDO Template wording
Was 14.4, used PDO Template wording
Was 14.6, used PDO Template wording
Was Part 7
Was 7.1 and 7.2, used PDO Template wording
Was 7.1, used PDO Template wording
Was 7.3, used PDO Template wording
Was 7.4, used PDO Template wording
New, used PDO Template wording
Was Part 9
Was 9.1, verbatim
Was 9.2, used PDO Template wording
Was 9.2, used PDO Template wording
NEW
New, used PDO Template wording
New, used PDO Template wording
Was 10.1 and 10.2, used PDO Template wording
Was 10.3, verbatim
Was 11.1, used PDO Template wording
Was 11.3, used PDO Template wording
New
17.7 Vacancy in Auditor
17.8 Removal of Auditor
17.9 Notice of Appointment
17.10 Restrictions on Appointment
17.11 Auditor’s Report
17.12 Participation in General Meetings
18 Notice Generally
18.1 Method of Giving Notice
18.2 When Notice Deemed to have been Received
18.3 Days to be Counted in Notice
19 Miscellaneous
19.1 Dissolution
19.2 Inspection of Documents and Records
19.3 Right to become Member of other society
20 Bylaws
20.1 Entitlement of Members to copy of Constitution
and Bylaws
20.2 Special Resolution required to alter Bylaws
20.3 Effective date of Alteration
8
Existing
New, used PDO Template wording
Was 11.4, used PDO Template wording
Was 11.5, used PDO Template wording
Was 11.6, used PDO Template wording
New, used PDO Template wording
Was 11.7, used PDO Template wording
Was Part 12
Was 12.2, used PDO Template wording
Was 12.3, used PDO Template wording
Was 12.4, used PDO Template wording
Was Part 13
Was Constitution #4
Was 13.1, used PDO Template wording
Was 13.4, verbatim
Was part 15
Was 15.1, verbatim
Was 15.2, verbatim
New – part of the transition