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UJA Federation of Greater Toronto (“UJA Federation”)
UJA Federation is taking steps to modernize its By-law to make it more functional and straightforward, and to enhance alignment with best practices, UJA Federation’s existing practices and with the Canada Not-for-profit Corporations Act. Changes are focused on procedural matters and are an amendment to UJA Federation’s By-law # 3, in the form of a new By-law (“By-law # 4”)
On October 4, 2019, the Board of Directors approved By-law # 4 and resolved to submit By-law # 4 to the Council Members for confirmation in accordance with the provisions of the Canada Not-for-profit Corporations Act.
The By-law will be tabled for the Council’s approval at the Annual Meeting, on December 9, 2019.
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Relevant Documents of Your Reference:
By-law # 3, which was adopted on November 27, 2012 – download here.
By-law # 4, which was approved by the Board of Directors on October 4 - download here.
The proposed changes shown through redline comparison of By-law # 4 and By-law # 3 - download here.
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Proposed Changes by Subject
For convenience, we have outlined several of the proposed changes, by subject, below. Please note that this list is a non-exhaustive list. Please see the files available through this webpage for full information on By-law # 4. Capitalized terms used therein shall have the meaning assigned to them in By-law #4.
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Notice
Under By-law # 3 and By-law # 4 Notice to Council Members (“Notice”) can be given by various means.
Under By-law # 3 Notice on nomination of Council Members and Directors is only to be published in the Canadian Jewish News. Under By-law # 4 such notice is to be posted on UJA Federation’s website and published in the Canadian Jewish News.
Under By-law # 4, new provisions require the posting of revisions and changes to Notice on UJA Federation’s website. Under By-law # 3 revisions and changes to Notice are not addressed.
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Discipline of Directors
Under By-law # 4, new provisions give the Council power to suspend or expel any Director for proscribed grounds (e.g. a Director who is carrying out any conduct which may be detrimental to the Corporation as determined by the Council Members).
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Committees, Audit Committee, Governance and Nominating Committee
By-law # 4 includes changes and additions to clarify the following areas in relation to Committees: authority, composition and term limits.
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Officers
By-law # 4 includes changes and additions to clarify the following areas in relation to Officers: list of Officer positions, notice on nominations and term limits.
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Appointment, Removal and Term of Community Groups
Under By-law #3 Community Groups can be accepted by the Directors and can be removed by the Council for prescribed grounds. Under By-law #4 Community Groups can be accepted by the Directors and can be removed by Ordinary Resolution of the Directors for prescribed grounds. No changes were made to such list of prescribed grounds.
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Removal of Council Members
Under By-law #4 Council Members can be removed by Ordinary Resolution of the Council. This subject is not addressed under By-law #3.
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Changes to the By-law
By-law #4 includes new provisions to align the article addressing changing of the By-law with the Canada Not-for-profit Corporations Act
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