WHEREAS CBA Bylaw article 46 permits a Branch to incorporate if certain conditions are met, including that membership of the corporation is limited by the charter to members of the Board of Directors of the Branch;

WHEREAS modern not-for-profit corporation laws such as the Ontario Not-for-Profit Corporations Act assign certain powers and responsibilities to “members” of the corporation, including electing the Board of Directors;

WHEREAS permitting a Branch to define their corporate members in their Charter as members of either the Branch Board of Directors or the Branch Council would allow broader member engagement in elections where appropriate, while maintaining safeguards to ensure that the Branch meets its other terms and conditions;

BE IT RESOLVED THAT CBA Bylaw subsection 46(3) be amended to limit corporate membership by the charter to members of the Board of Directors or of the Council of the Branch.

Moved by Board of Directors and Ontario Bar Association

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