Bylaw Hub – 2026 Special Resolutions
How to Use This Page
Below you’ll find a summary of each Special Resolution:
- What it’s about
- Why it’s needed
- What it changes
- A link to the full text you’ll be asked to vote on at the AGM.
Each summary is short — no legal background required
What Happens Next
Before the AGM
- Members review the summaries and full resolutions
- Full AGM package arrives by mail
- Questions may be directed to info@tlcasd.ca
At the AGM
- Members vote on each Special Resolution
- Updated bylaws take effect once approved.
After the AGM
- Updated bylaws posted on the website
- Members receive confirmation of approved changes
Welcome to the Bylaw Hub
This page provides an overview of the proposed bylaw revisions that will be presented as Special Resolutions at the 2026 AGM. Your full AGM package will arrive by mail — this page offers a preview of each resolution and a convenient summary to help you review the changes.
Why We’re Updating Our Bylaws
ONCA Compliance
ONCA introduced updated rules for how Ontario nonprofits structure their bylaws, hold meetings, and make decisions. As part of our modernization work, we’re updating several articles so they reflect these requirements and ensure TLCA’s bylaws stay consistent and aligned with current legislation.
Modernization & Clarity
Some bylaw articles were written decades ago and no longer reflect how TLCA operates. Updates will:
- remove outdated references
- align with current practices
- simplify language
- ensure consistency across article
Flexibility for the Future
ONCA rules can change, and TLCA’s operations evolve over time. These revisions help ensure our bylaws stay accurate without requiring constant special resolutions.
Supporting Strong, Transparent Governance
Members continue to have full oversight. These updates simply make the bylaws clearer, more accurate, and easier to work with.
This page and the information provided are brought to you by your Bylaw Review Committee and the TLCA Board.
AGM 2026 - Special Resolutions
Article 17 – Financial Review
Purpose: Align TLCA’s audit requirements with ONCA, 2010.
Why this matters:
- ONCA requires members to choose the level of financial review each year
- TLCA’s revenue fluctuates, so flexibility is essential
- Removes outdated references to the former Audit Committee
- Ensures TLCA follows ONCA rules if revenue increases
Articles 26 & 27 – Quorum and Voting
Purpose: Update quorum and voting rules to allow in‑person, electronic, and hybrid participation.
Why this matters:
- ONCA permits electronic and hybrid meetings
- Current bylaws refer only to “present in person”
- Ensures clarity and consistency
- Supports modern meeting formats
Full Resolution: Amendments to Articles 26 & 27 – Quorum and Voting
(Insert link)
Article 22 - Dues
Purpose: Modernize dues rules and move operational procedures to policy.
Why this matters:
- Removes outdated operational details
- Confirms the Board sets dues, subject to member confirmation
- Renewal, lapse, and reinstatement processes move to policy
- Keeps bylaws governance‑focused and flexible
Full Resolution: Article 22 – Dues
(Insert link)
Articles 13–16 – Job Descriptions
Purpose: Add a clause allowing the Board to temporarily assign or adjust duties.
Why this matters:
- TLCA has an administrative Board with no staff
- Duties shift when vacancies occur or capacity changes
- Avoids needing a special resolution for minor adjustments
- Supports continuity and good governance
Full Resolution: Amendment to Job Descriptions – Articles 13–16
(Insert link)
Article 5 – Director Vacancies
Purpose: Update vacancy rules to match mandatory ONCA requirements.
Why this matters:
- ONCA requires certain events to automatically create a vacancy
- Clarifies how vacancies are filled
- Distinguishes between director and officer vacancies
- Ensures transparency and legal compliance
Full Resolution: Article 5 – Director Vacancies
(Insert link)
Articles 23 & 31 – Meeting Notices
Purpose: Modernize notice requirements and allow electronic delivery.
Why this matters:
- Current bylaws require mailed notices only
- ONCA allows electronic notice unless prohibited
- Reduces cost and administrative burden
- Aligns Articles 23 and 31 so they no longer conflict
Full Resolution: Articles 23 & 31 – Meeting Notices
(Insert link)
Article 28 – Fiscal Year End
Purpose: Change TLCA’s fiscal year end from December 31 to April 30.
Why this matters:
- Better aligns with TLCA’s seasonal operations
- Allows more flexibility in AGM scheduling
- Improves planning and reporting timelines
- No impact on dues, member rights, or Board terms
Full Resolution: Amendment to Fiscal Year End – Article 28
(Insert link)
Article 21 – Membership
Purpose: Clarify membership classes, voting rights, and ONCA‑required definitions.
Why this matters:
- ONCA requires clear membership classes and voting rights
- Clarifies Members vs. Associate Members
- Removes outdated operational details
- Modernizes language and reflects actual practice
Full Resolution: Article 21 – Membership
(Insert link)
Article 23 – Proxy Voting
Purpose: Add proxy voting to the bylaws so members can participate even when they cannot attend.
Why this matters:
- ONCA allows proxy voting only if bylaws explicitly permit it
- Helps members who cannot attend due to distance or timing
- Supports quorum and ensures decisions reflect the whole membership
- Does not change voting rights — each member still has one vote
Full Resolution: Addition of Proxy Voting to Article 23
(Insert link)
Additional Information: Sample Proxy Policy, Sample Proxy Form, FAQs
