At the Board meeting which approved the by-laws, the issue of a potential organization dissolution was raised. The board decided to approve the by-laws as they stand with the proviso that the committee will develop a policy for organization dissolution, to be considered at a later date.
Bill Browett sent us the following to understand the current revisions and how he will approach the future revisions.
Approach to revisions
- Update the by-laws to reflect the current (Corporations Act, R.S.O. 1990, CHAPTER C.38) and to be enacted (Not-for-Profit Corporations Act, 2010, S.O. 2010, CHAPTER 15) regulations.
- Specifically prepare for the introduction of the Not-for-Profit Corporations Act (NFPCA)
- Use the Not-for-Profit Corporations Act: Draft Organizational By-law as a template for the revised by-laws.
- Reflect the current management practices of SfP, e.g., retain the structure of one member class, a Board of Directors, and an Executive.
- Correct grammar or spelling issues, as well as ambiguous terms or expressions.
This Act contains a large number of articles in the section “PART XII LIQUIDATION AND DISSOLUTION” that outlines a “Voluntary winding up” and “ court winding up” …
Specifically, with respect to records, such as videos, papers, publications, and SfP administrative documents the following option could be used to craft a resolution that would direct the disposition of the records:
“165 (1) If a corporation has been wound up under sections 123 to 164 and is about to be dissolved, its documents and records and those of the liquidator may be disposed of,
(a) as it by resolution directs in the case of a voluntary winding up; or
(b) as the court directs in the case of a winding up under an order. 2010, c. 15, s. 165 (1). ”
I would expect that a policy for the management and disposition of documents and records, in the event of a “Voluntary winding up” would be useful legacy … a bit sobering to work on .. but useful.