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SOCAN members voted to approve changes to the company’s articles and bylaws, including those to improve Francophone recognition and transform the voting process for the Board of Directors, at a special meeting of SOCAN members, held Dec. 5, 2023 in Toronto, Montréal, and online. This was the final step in a two-year governance practices and procedures review, and the first substantial overhauls to SOCAN’s governance practices since 1990, when CAPAC and PROCAN merged to become SOCAN.
The approved amendments will set up SOCAN governance for success; ensure that we have the expertise on the board to best serve SOCAN members in the future; adopt a modern view that provides a framework for how we need to exist and function as a collective rights management organization; allow SOCAN to adapt quickly, providing flexibility for the board to respond to industry changes as they happen; and maintain important director representation requirements, critical to ensure that SOCAN is operating from a place that reflects the reality of its members
Amendment highlights include the below:
Newly member-approved language in the by-laws indicates that “Francophone” shall mean, in the case of a writer member, an individual who expresses themselves in French and who reasonably declares themselves a Francophone.
The by-laws also now state that of the current six Francophone directors, where three are writer directors, and three are publisher directors, going forward at least two of the writer directors shall be creators of songs in French. This is critically important to champion Francophone music and lyrics, and reflect the cultural importance of French-language music creation at the SOCAN Board.
The members also approved staggered elections for the SOCAN Board of Directors, which will provide stability for director succession planning on the board. This means that 2024 will be the last time SOCAN members elect 18 new directors all at once. And to start the process of staggered board elections, all candidates deciding to run for the 2024 elections will choose to run for either a one-year, two-year, or three-year term.
So, in 2025, the six “one-year term” seats elected in 2024 will be up for election again, and those elected will then serve for a three-year term; in 2026, the six “two-year term” seats elected in 2024 will be up for election again, and those elected will then serve for a three-year term; and 2027, we will have fully transitioned with the six “three-year term seats” elected in 2024 coming up for election again. From that point on, six new directors will be elected every year, each for three-year terms. The staggered three-year terms mean that board members will always benefit from the transfer of knowledge from the other 12 sitting directors, and prioritized work will flow from board to board.
Another change that was approved is putting in place financial thresholds for candidates who want to run for board elections, being $300 in royalties for writer members and $3,000 in royalties for publisher members, calculated over a three-year period. SOCAN believes these thresholds aren’t a barrier to entry for candidates who want to run, while demonstrating that candidates have a vested interest in SOCAN.
A revision to the definition of “residence” for writer and publisher members was also approved. Writer members no longer living in Canada must declare a principal residence in Canada to run for election – historically, this was their last residence in Canada. Providing more flexibility, the “reside” definition now changes to accept any former principal residence within Canada.
Regarding the Articles of Continuance, members approved including language in the articles that writers vote for writer directors and publishers vote for publisher directors. They also agreed to a proposed amendment that would collapse the current four classes of members – earning and non-earning publisher and writer classes – into two classes: writer members and publisher members.
We look forward to posting the revised by-laws in the SOCAN member portal soon.
This is a great step forward, and we intend to continue reviewing SOCAN’s governance structure to treat the articles and by-laws as “living documents” that will be amended and changed from time to time.