Information about the proposed change in PIC's bylaws to be confirmed at AGM
Wednesday, May 19th, 2021, 7 p.m. Eastern Time/4 p.m. Pacific Time
Dear Member,
You’ve recently received an invitation to attend Population Institute Canada’s Annual General meeting, to be held by Zoom on May 19th at 7:00 p.m. Eastern Time (4:00 p.m. Pacific Time).
This notice is to provide more information about the change that the Board recently made to the by-laws (item 7 on the agenda you received). You will find a PDF of PIC’s by-laws with the proposed changes at this link.
In subsection 12.03, part (a), we have replaced the text that is struck out with the text that is inserted in red. Similarly, in 12.03(c), we struck out “shall” and replaced it with “may”. In section 14, we corrected the typographical error “13.03” with “12.03.”
The changes the Board made pertain to the appointment of a public accountant – making it possible to dispense with the appointment of a public accountant to review PIC’s financial statements at each AGM with an ordinary resolution (rather than requiring all members to consent in writing to such a resolution).
PIC has never appointed a public accountant. According to our By-laws, a Public Accountant appointed by PIC can have no connection to our organization (i.e., cannot be a member or donor). We do have someone who “reviews” our financial statements – a PIC member who is experienced in the operation of not-for-profit organizations. The proposed change to our by-laws reflects the fact that attending members simply vote each year at the AGM not to appoint a public accountant.
You may be wondering why the by-laws of a small organization like ours would even specify the appointment of a public accountant. In 2011, the Canada Not-for-profit Corporations Act came into effect, replacing Part II of the Canada Corporations Act, under which PIC had originally incorporated as a not-for-profit in 2001. The new Act required that by October 17, 2014, all not-for-profit organizations re-incorporate and receive a “Certificate of Continuance” or lose their status as an incorporated not-for-profit. An organization’s old by-laws had to be replaced with new by-laws under the Act. The government provided a “By-law Builder” as a template. PIC made some modifications to the By-law Builder to create its new by-Laws and received its Certificate of Continuance on July 29, 2013. However, the incorporating Directors failed to reword references to a “Public Accountant,” which has a specific legal meaning, to reflect the fact that PIC is a non-soliciting corporation with a relatively small annual gross revenue.
The proposed changes to the by-laws will in no way change PIC’s activities in raising awareness of human population growth and promoting access to family planning for all. We thank you for your continued support of our work.
Yours sincerely,
Madeline Weld
President
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