Hi Mike... Here are my comments. Please do not take anything to mean that I think something has to be a certain way, and some of them may be things you've already thought of and decided against. But, since you asked for my comments here they are... Overall, I like this and think even as it is, it would be much better than the mish-mash we have now. 1 (b) - I would just define "special resolution" as "passed by the membership with quorum and according to set voting practices" -- then define quorum and voting methods in one place. This is so that there is only (ideally) one way to vote (51%, c-1, c-2, 90% whatever) and if it is to be changed ever, it's only amending one place. 2 (a) i - Members must be 18 I think we need to write something somewhere about "junior associates" who wouldn't be members of the society. But a quick count turned up nearly 20-ish kids from 8 (mine) to guys like Average Joe and Jason (who just signed his own form after turning 18 in Sept. I don't think we can (or should) make them "members" of the society, but I think we should define what we do with them. iv) "member in good standing" when applying - this is a bit confusing. It might be easier just to either [a] define a probationary period or "conditional membership" or simply have a "policy" that you can't get your own key for a month. In any case, if we adopted these as they are, I don't think "vetting" would still be allowed to happen. 2 (b) - see comment about young people 2 (c) - do you mean that one cannot buy a one-month membership? that memberships must be specifically renewed annually? Currently the FY is Jan-Dec, and the FY and "membership year" should be the same. I don't care when it is, but also don't know if there is any benefit to changing it from Jan-Dec. 2 (e) - sorry, you have to be in good standing to become a member, but you have to be a member to be in good standing? 3 (b) - I would strike the word "email", thus allowing for fax, web, sms, or whatever is invented next. 3 (d) - I think 25 is too high. Also, whichever number is settled on should also have a "or XX percent of members" if there are less than 25 voting members, say. 3 (f) (iii) - This limits participation. that may or may not be a good thing. Members are currently used to the idea. 3 (f) (i) (b) - So, if we have a member who is an electrician, he has to give up our vote if he gets $20 so he can pull a permit for us? If we ever hire a staff member, I think they could also choose to pay dues and get one vote like everyone else. 4 (a) - I would not specify all of the roles in bylaws. If need be to have a president or treasurer, fine, but the rest i would say "the board may from time to time define such offices and roles as they deem necessary to meet their duties" 4 (b) (iv) - I would just say that Board members are elected for a two year term, except where 1/2 of the 1st board is only a year. Not specify which roles. 4 (d) (i) - The last three board members to resign said "on such and such a date". This says they have to resign effective immediately. I don't know which is better. 4 (d) (ii) - Or moves more than XX km away? Ceases to be in good standing? 4 (e) - Did you mean that the MEMBERs have to ratify? It says the board decides and then the board ratifies their own decision. 4 (f) (ii) - "By any means that has been deemed appropriate by the Director". ? 4 (g) (ii) - I can argue both sides of this. Sometimes the buck has to stop with someone. Since the directors can be sued or even arrested, I'm not at all sure that EVERY decision must be ratified by the members. 4 (h) and (i) - I would put the bare minimum in here required by Societies, and make the rest "policies" so that they can be amended as needed from year to year. I would especially avoid the naming of specific committees in the bylaws as then we MUST have them. 5 (a) - see comment under "membership year" (c) - Suggestions : (i) For the purpose of this Society and these Bylaws, the term audit shall be an examination of the financial records of the Society, performed by the Member Review Committee, to verify the accuracy of such records and confirm the reasonableness of transactions. The term "audit" herein does not require an audit, review or similar engagement as may be defined by generally accepted auditing or accounting practices or standards in Canada. (iv) Nothing in this section, however, precludes the Board of Directors or the Membership of the Society from seeking a formal audit or review engagement from a professional auditor or accountant should it be deemed beneficial to the society. 5 (d) - We would be unable, generally, to meet the 7 days notice now. :( 5 (f) is VERY LIMITING. We operate a physical location and it is very likely that at some point we might need to finance a leasehold improvement or perhaps even buy a condo bay (we can dream). 8 (a) is redundant. - We will also comply with the laws about not committing murder and driving on the right side of the road. :) OTHER Do we want to define a voting method for "normal business"? (c-1, c-2, 90%, 75%, 51%) Do proxies (if allowed, see above) count for quorum? Can one participate and/or vote electronically? If not in the bylaws, we should introduce "policies" about them at the same time. It is easier to edit and refer to things as: 1. 1.1 1.2 1.2.1 1.2.2 2. 2.1 2.2 3. Than using the number-letter-roman-number format, but that's just style.