Let’s not pretend. No one joins a society because they enjoy fighting with other members. Litigation is expensive, time-consuming, and generally unpleasant for all involved. Often these disputes start because of “meeting stacking”: where a certain group signs-on a bunch of members who change the organization in some fundamental way, which other members disagree with. Here are five bylaw drafting and governance tips to avoid issues with meeting stacking.
- Create a closely-held society. Not everyone needs to be a voting member. Consider having a limited, close-knit group of individuals (or other societies) as the only voting members. Voting membership holds with it significant participatory and governance rights, and your society should think about whether it should be an open or closed set of voting members.
- Use a class of provisional memberships. Instead of making all new applicants voting members, consider using a non-voting class of members or some other measure as a demonstration of commitment to the society before allowing an application for voting membership to be made. Such thresholds are two years of volunteer service, the payment of a significant membership fee (some societies use $1,000) or otherwise. Others require individuals to volunteer significantly before individuals can even qualify for non-voting membership.
- Choose your members wisely. Depending on your society’s bylaws, consider a reasonable cut-off date before a meeting of the members for approving new memberships, such as at most 14 days before a meeting of the members. Such individuals can be granted membership at the first meeting of the Board following the meeting of the members. Note that your society can’t sit on membership applications forever and not rule on them — this is procedurally unfair and BC case law prohibits this.
- “Not in good standing” has a purpose. Use “not in good standing” to avoid issues. Members approved in the 30 days before a meeting may be approved for membership, but are “not in good standing” until after any members’ meeting which occurs in that 30 day period. Keep records of “not in good standing” members and ensure such individuals are not allowed to vote without payment of their dues or other debts owing rendering them “not in good standing”.
- Run your votes with good order. Know the voting procedures set out in the bylaws of your society. Keep track of voting with good record keeping, and either ballots or appropriate counts of for-and-against. Proper record keeping is key to avoiding issues in future.
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