United Way By-Laws |
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BY-LAW NUMBER 1 A by-law relating generally to the affairs of United Way of Leeds and Grenville a corporation without share capital incorporated under the Ontario Corporations Act GENERAL 1.00 INTERPRETATION In this by-law and all other by-laws and resolutions of the Corporation, unless the context requires otherwise: 1.01 Board : means the Board of Directors of the Corporation; 1.02 Corporation : means United Way of Leeds and Grenville; 1.03 Corporations Act : means the Ontario Corporations Act chapter 38 of the Revised Statutes of Ontario 1990, and any statute which amends or is passed in substitution for that Act; 1.04 Directors : means the board of directors of the Corporation; 1.05 Special Resolution : means a resolution passed by the Directors and confirmed with or without variation by at least two-thirds of the votes cast at a General Meeting of the Members of the Corporation duly called for that purpose, or, in lieu of such confirmation, by the consent in writing of all the Members entitled to vote at such meeting; 1.06 Singular/Plural : The singular includes the plural; 1.07 Gender : The masculine gender includes the feminine; 1.08 Corporations Act Definitions : all terms defined in the Corporations Act have the same meaning in this by-law and all other by-laws and resolutions of the Corporation. 2.00 HEAD OFFICE The Head Office of the Corporation shall be in the City of Brockville, in the County of Leeds, in the Province of Ontario. The Directors may, from time to time, determine the specific location of the Head Office in that place. 3.00 SEAL The seal, an impression of which is stamped in the right 4.00 BOARD OF DIRECTORS 4.01 Management of the Corporation The Board of Directors shall manage the Corporation's Affairs. 4.02 Powers of the Board of Directors (i) Except as in Part (ii) the Directors may exercise the Corporation's
powers on its behalf. The
Corporation's powers are those it may exercise under the Act, the Letters Patent,
any (ii) The Directors may not exercise any power that they are restricted from exercising by a by-law of the Corporation, by the Members, or by law. (iii) The powers which the Directors may exercise on behalf of the Corporation
include but are
not limited to the power to : 4.03 Decisions Made at Board of Directors Meetings (i) The Directors must make decisions for the Corporation at a meeting of the Board of Directors at which a quorum is present. (ii) Notwithstanding Part (i), during the Corporation's first year, a resolution signed by all of the Directors is as valid and effective as if passed at a Meeting of the Directors held for that purpose. 4.04 Number of Directors 4.05 Ex Officio Director The Past President shall be an ex officio Director of the Corporation for one term if he/she meets the qualifications of a Director. 4.06 Executive Committee .01 Composition of the Executive Committee The Executive Committee shall consist of the President, the 1st Vice President, the 2nd Vice President, the Secretary (if he/she is not also the Executive Director), the Treasurer, the Past President, and one other Director appointed by the Board. .02 Powers of the Executive Committee .03 Quorum at a Meeting of the Executive Committee A majority of the Executive Committee is a quorum at a Meeting of the Executive Committee. .04 Minutes of the Meetings The Executive Committee shall record the minutes of its Meetings and present those minutes to the Board of Directors at its next meeting. 4.07 Qualifications of Directors Each Director shall : a) be at least eighteen years of age; 4.08 Election of the Board of Directors .01 Eligible Candidates .02 Election by the Members The Members of the Corporation shall elect the Directors. .03 When Election Held The election of the Directors shall be held annually at a General Meeting of the Members of the Corporation. .04 Nominations Members may nominate persons for election as Directors. Nominations may be made before the close of nominations at the Members' meeting at which the Directors are to be elected .05 Method The election of the Directors may be by a show of hands unless a Member demands that the election be held by ballot. 4.09 Directors Term of Office .01 First Directors of the Corporation Persons named as the First Directors of the Corporation in the Letters Patent are the Directors until replaced by the same number of persons duly elected or appointed in their place. .02 Subsequent Directors A Director's term of office is one full year or until his/her successor is elected or appointed, unless the Letters Patent or Supplementary Letters Patent provide otherwise. .03 Elections Not Held at the Proper Time If an election of the Directors is not held at the proper time, the Directors continue in office until their successors are elected. 4.10 Validity of Acts of Directors The acts of a Director are valid even if a defect in his/her appointment or qualification is discovered afterwards. 4.11 Quorum Ten (10) Directors constitute a quorum 4.12 Filling Vacancies on the Board of Directors .01 When There is a Quorum of Directors in Office If there is a quorum of Directors in office, those Directors remaining may fill any vacancy on the Board for the remainder of that term by passing a resolution appointing a new Director. .02 When There is not a Quorum of Directors in Office If there is not a quorum of Directors in office the remaining Directors in office shall forthwith call a General Meeting of the Members to fill the vacancies on the Board. If the Directors then in office fail to call the Meeting or if there are no Directors then in office, any Member may call the General Meeting. 4.13 Ceasing to be a Director A person ceases to be a director of the Corporation upon his/her : (a) death 4.14 Resignation of Directors A Director may resign from office by giving written notice of his/her resignation to the Secretary, or, in his/her absence, to any other Officer. A resignation is effective when communicated to the Board at the next Board Meeting following its receipt. 4.15 Removal of Directors A Director may be removed from office at a General Meeting of the Members when (a) the Director has failed to meet the Qualifications of a Director
of the Corporation; Once a Director has been removed, the Members may elect any eligible person in his/her place by a majority of the votes cast at the General Meeting. 4.16 Meetings of the Board of Directors .01 First Yearly Meeting of the Board of Directors The Board of Directors shall hold a Meeting following the Annual Meeting of the Corporation for the purpose of organization, the election and appointment of officers, and the transaction of any other business. .02 Regular Meetings of the Board of Directors The Board of Directors may designate days and times during the year for Regular Meetings of the Board of Directors. .03 Other Meetings of the Board of Directors The Board of Directors may hold Meetings other than the First Yearly Meeting and the Regular Meetings. .04 Notice of Meetings of the Board of Directors b) First Yearly and Other Meetings: Notice of the First Yearly Meeting and other Meetings of the Board of Directors must be given to all Directors by the Secretary or, in his/her absence, by the President or the 1st Vice President. The notice must include the date and the time of the meeting. The notice must be given two weeks before the Meeting. c) No Notice if All Present or Consent No formal notice of a Meeting is necessary if all of the Directors are present at the Meeting or have consented to it being held in their absence. d) Errors of Omissions in Notice An error or omission in the giving of notice for a Meeting of the Board of Directors does not invalidate the Meeting or any proceeding taken at it. .05 Place of Meetings of the Board of Directors Meetings of the Board of Directors shall be held where the Head Office of the Corporation is or at some other place as determined by the Board from time to time. .06 Who May Call Meetings of the Board of Directors Any two Directors may call the First Yearly Meeting or another Meeting by requesting that the Secretary or, in his/her absence, the President or the 1st Vice -President, give notice of the Meeting to the Directors. 4.17 Resolutions and Voting at Meetings of the Board of Directors The Directors must vote on any resolution made at Meetings of the Board
of Directors. The President has no vote. In the case of a tie, the President has a casting vote alone. Voting is done by a show of hands. Voting on a resolution or for a Meeting shall be done by ballot if a Director present requests it. A statement by the President or an entry in the minutes of the Meeting that a resolution has been passed are proof of that fact without proof of the number of votes cast or of the proportion of the votes for or against any resolution. 4.18 Non-Directors at Board Meetings Members of the Corporation may attend any Meeting of the Board of Directors. The Board may invite or permit any person to attend or to speak at any Meeting of the Board of Directors. No person other than a director is entitled to vote at a Meeting of the Board of Directors. 4.19 Remuneration of Directors Directors will not be paid for their duties. 4.20 Interested Director Every Director who is in any way directly or indirectly interested in a contract or a proposed contract with the Corporation shall : i) declare his/her interest at the first Meeting of the Directors after
which he/she became interested; 4.21 Liability of Directors i) act honestly, in good faith, and in the best interests of the Corporation; 5.00 OFFICERS 5.01 The Officers of the Corporation are the President, Secretary, Treasurer, 1st Vice President, 2nd Vice President, Past President, Executive Director and other Officers that the Board determines. The Executive Director may also be the Secretary, but in that case he/she shall not also be a Director. 5.02 Election or Appointment of the Officers .01 Qualifications The President and the Vice Presidents must be both Directors and Members of the Corporation. All other officers need not be Directors of the Corporation. .02 Election Or Appointment The Directors shall elect the President and Vice Presidents from among themselves. The Directors shall appoint the Treasurer, Secretary, Executive Director, Past President and any other Officers. .03 When Election Or Appointment Held The election of the President, the 1st Vice President and the 2nd Vice President and the appointment of the Treasurer, Secretary, Executive Director and Past President shall be held at a Meeting of the Directors following the election of the Directors. .04 Nominations The Nominating Committee shall nominate persons for election and/or appointment as the President, the 1st Vice President, 2nd Vice President, the Treasurer, Secretary and the Executive Director before the close of nominations at the Meeting at which the Officers are to be elected or appointed. .05 Method The election or appointment of the Officers shall be decided by a show of hands unless a Director demands a ballot. 5.03 Validity of Acts of Officers The acts of an Officer are valid even if a defect in his/her appointment or qualification is discovered afterwards. 5.04 Officer's Term Of Office An Officer's term of office is one year or until a successor is elected or appointed. 5.05 Duties of the Officers .01 President The President shall: i) when present and able, chair all Meetings of the Board of Directors,
the Executive Committee and the Members, .02 1st Vice President & 2nd Vice President The 1st Vice President shall exercise the powers of the office of President should the President be temporarily unable to so. Should the 1st Vice President be unable to assume the duties of President the 2nd Vice President shall do so. The Vice Presidents shall perform any other duties assigned by the Board. .03 Secretary The Secretary shall: a) give any notice required to be given at Meetings of the Board of Directors, the Executive Committee and of the Members; ii) attend all Meetings of the Board of Directors, the Executive Committee and of the Members; iii) keep and maintain the following documents and registers: a) a copy of the Letters Patent, Supplementary Letters Patent, any memorandum
of iv) be custodian of the Corporate Seal, and of all the books, records,
correspondence and vi) perform any other duties assigned by the Board. If the office of the Secretary is vacant, or if for any reason, the Secretary is unable to act, anything required or authorized to be done by the Secretary may be done by an assistant secretary, or, if there is no assistant secretary able to act, by any other Officer of the Corporation authorized by the Directors. .04 Treasurer The Treasurer shall: i) have the custody of, and keep account of, all money, funds, and property of the Corporation, unless otherwise determined by the Board; ii) keep proper books of account and accounting records for all financial and other transactions of the Corporation; iii) prepare and present such financial statements as may be required by the Board; iv) ensure that all funds of the Corporation be deposited in such financial
institutions as the v) keep the accounts open at all reasonable times to any Director upon
application at the office vi) pay out money as business may require upon the order of the properly constituted Officer or Officers of the Corporation, taking proper vouchers therefore; vii) if required, give bond with approved surety for the faithful performance
of duties, in such viii) cause an annual audit to be made and shall cooperate with
the auditor of the Corporation;
and .05 Executive Director ii) have charge of all of the records of the Corporation, all of which shall, at all reasonable times, be open to the examination of any Director upon application at the office of the Executive Director; iii) if required by the Board, give bond with approved surety for the faithful performance of duties, in such amounts as shall be fixed by the Board. The cost of such bond shall be borne by the Corporation; iv) deal with all Agency matters/issues and/or Board decisions and will prepare in co-operation with the Committee Chairperson correspondence on United Way letterhead and ensure that all letters be signed by the President of the Board. (Committee Chairs may co- sign as well). All incoming correspondence from any Agency Member or any interested party shall be sent to the attention of the Executive Director and not to individual Board or Committee Members. The Executive Director shall then direct all correspondence requiring attention to the appropriate Committee Chairperson. .06 Past President The Past President shall: i) perform any duties assigned by the President; and 5.06 Ceasing to be an Officer A person ceases to be an Officer of the Corporation upon his/her : .01 Resignation Of Officers An Officer may resign from office by giving written notice of his/her resignation to the Secretary, or in his/her absence, to any other Officer. A resignation is effective when communicated to the Board at the Board Meeting immediately following its receipt. .02 Removal Of Officer An Officer may be removed from his/her office before his/her term expires for failure or inability to perform his/her duties or for failure to meet the qualifications of his/her office. An Officer may be removed from office by a resolution passed for that purpose at a Meeting of the Directors. .03 Filling A Vacant Office Where a person has ceased to be an Officer, his/her position may be filled according to the by-laws.
6.01 Classes Of And Eligibility For Membership The following persons are eligible for membership in the Corporation i) Individual Member: Each contributor to the funds of the Corporation shall thereby become an Individual Member of the Corporation for the year for which their contribution was given, and shall be entitled to attend and vote at all General Membership Meetings during that period. ii) Agency Member: Any agency or organization with a social, psychological, or health and welfare program may, upon acceptance by the Board of Directors, become an Agency Member of the Corporation. In becoming an Agency Member, the Agency or Organization assumes the obligation to conform to all rules and regulations put into effect by the Board of Directors and the provisions of the bylaws. Such members shall send one delegate to vote at all General Membership Meetings. iii) Director Member: Persons elected or appointed as Directors become
members without iv) Honorary Member: The Board of Directors may elect Honorary Members, in recognition of outstanding and benevolent service to the community. Such members shall have a vote at all General Membership Meetings. All Members shall support the objects of the Corporation. 6.02 Admission into Membership An Agency Member shall be admitted into membership on a recommendation of the Admissions and Allocations Committee, approved by a resolution of the Board of Directors. 6.03 Agency Member Provisions All Agency Members agree to: i) Cooperate with other Agency Members of the corporation in promoting
the best interest of social, psychological, health and welfare organizations
in the community, and eliminating duplication, securing economy, and
efficiency in such work; iii) Maintain such books and records as may be necessary to produce desired information on finances and services; iv) Give free access to their books of account and records for examination by authorized representatives of the Corporation at mutually agreed times; v) Make no change in its program(s) or service(s) or in the allocation of its income which might result in an increase in expenditure without having first obtained the consent of the Board of Directors; vi) Make no solicitation for current expense funds within the territory covered by the Corporation's campaign, including ticket sales, tag days, bazaars, etc., without requesting permission on the form provided by the Policy and Procedures Committee, and having written consent from either the President or Vice-President. Provisions and restrictions as outlined in the bylaws must be adhered to; This provision is understood to cover those situations where solicitation is made in the name of the Agency Member financed by the Corporation even though the purpose is to raise money for a service division of the Agency not financed by this Corporation; vii) Make no solicitation for Capital Funds within the territory covered
by the Corporation's campaign without prior approval of the Board and
abiding by the decisions of said Directors as to time of such solicitation
and manner in which it shall be conducted; viii) Operate under the management of a responsible volunteer Board of Directors who shall hold regular meetings at least quarterly; ix) Consider the by-laws to be in effect and honour all particulars throughout the entire current fiscal year of the Corporation (January to December inclusive); x) The Board may terminate the membership of any Agency Member by two-thirds vote of the Directors present at any regular or special meeting, provided, however, that said Member and Directors shall receive at least thirty days' written notice of such proposed action and the time and place of said meeting; xi) Any Agency Member may terminate its membership in the Corporation by giving written notice to the Directors by delivering such notice to the Executive Director not later than the first day of July in any year, such termination to be effective on the 31st day of December in the year in which notice is given; xii) Each Agency Member shall participate in the Annual Campaign in whatever manner deemed necessary by the Campaign Committee, and according to the Agency Agreement; xiii) Any delegate of an Agency Member may be a Member of a Board Committee, with the exception of the Executive Committee, Allocations and Admissions Committee, Policy and Procedures Committee and Administrative Committee. 6.04 Meetings Of Members 01. Annual General Meeting i) Date of Meeting The Annual General Meeting shall be held no later than April 1 of each year. ii) Purpose The purpose of the Annual General Meeting is to: a) hear and receive the reports and statements of the Auditor and of
any other person that the Directors require to make a report; .02 General Meeting The Directors may call a General Meeting of the Members to address any issue. The general nature of the issue must be stated in the notice of the Meeting. .03 Notice Of The Meetings Of Members Notice of a Meeting of the Members shall: a) be given to all Agency Members by the Executive Director ten or more
days before the date of the Meeting; .04 Quorum A quorum at any Meeting of the Members is thirty (30) Members present in person. .05 Chairman Of Member's Meetings The person who chairs Meetings of the Members is the President but in his/her absence the 1st Vice President, or 2nd Vice President. If neither attends the Meetings within fifteen minutes after the meeting is scheduled to begin, the Members shall choose a Member to chair the Meeting. .06 Resolutions And Voting At Meetings Of The Members a) Every question
proposed at a Meeting of the Members is decided by a majority of votes
cast. .07 Adjournments Any Meeting of Members may be adjourned to any time. Any issues to be dealt with at a Meeting can be dealt with at an adjourned meeting. No notice is required of adjournment of meetings. 7.00 Execution of Documents .01 Generally Subject to any other provisions elsewhere in the by-laws, the Letters Patent or any Supplementary Letters Patent, documents to be signed by the Corporation may be signed on its behalf by the President or the 1st Vice President and the Secretary or Treasurer or any two directors. The Board may by resolution appoint any person to sign documents generally or to sign specific documents on the Corporation's behalf. .02 Corporate Seal Persons authorized to sign documents on the Corporation's behalf are required to impress the Corporate Seal on those documents requiring it. .03 Books And Records The Board shall regularly keep all books and records of the Corporation required by law and by the by-laws. 8.00 CONTRACTS The Board of Directors may by resolution authorize that contracts generally, contracts of a certain type, or specific contracts be entered into on behalf of the Corporation, i) by the person or persons authorized to do so; and 9.00 BANKING .01 Authorized Persons The Treasurer and the President or Executive Director are authorized to complete the banking for the Corporation. .02 Financial Institution The banking shall be conducted at the financial institution or institutions approved by resolution of the Board. 10.00 BORROWING .01 Generally The Board of Directors may borrow money on behalf of the Corporation, .02 Limits on Borrowing The borrowing power is limited to borrowing money for current operating expenses, provided that the borrowing power of the corporation shall not be so limited if it borrows on the security of real or personal property. .03 Authorized Persons and Terms The Board may by resolution authorize any Director, Officer, employee or other person to make arrangements for borrowing on behalf of the Corporation for the amount authorized and on the terms stated in the resolution. 11.00 FINANCIAL YEAR The fiscal year of the Corporation ends on December 31 of each year unless the Board changes it by resolution. 12.00 COMMITTEES At the first Board meeting following the Annual General Meeting, the Board shall appoint Committees, other than those which composition is otherwise specified, from the membership. Committee members shall hold their positions at the pleasure of the Board. i) The Admissions and Allocations Committee shall consist of up to six persons. The Admissions and Allocations Committee shall carry out its duties as set out in the policies and as may be assigned by the Board from time to time. ii) The Nominations Committee shall consist of three persons who shall be responsible for nominations of new Board members at the Annual General Meeting. iii) The Expansion Committee shall be responsible for stimulating interest and assisting in organizing groups whose executives and employees agree to organize and conduct a single annual solicitation within the group. iv) The Campaign Committee shall organize and conduct the Annual Campaign for funds for the Corporation. v) The Policy and Procedures Committee shall carry out its duties as set out in the policies and as may be assigned by the Board from to time. The committee shall be responsible for proposing changes to the bylaws when deemed necessary by the Board or the General Membership. vi) The Administrative Committee shall be responsible for making recommendations to the Board with respect to employees, volunteers, equipment, office space, transportation and other physical resources. The Administrative Committee will review the budget for Administration. vii) The Long Range Planning Committee shall be responsible for making recommendations to the Board on the long range and strategic focus of the United Way. viii) A majority of the Members of the Standing Committees established shall constitute a quorum unless a higher quorum is specified by bylaw or policy. ix) Other Committees Any other Committee shall complete the duties assigned to it by the Board. 13.00 BY-LAWS .01 Passing A by-law and an amendment, a repeal, or a re-enactment of a by-law must be: i) passed by a resolution of the Board of Directors; and Confirmation by the Members shall require an affirmative vote of at least two-thirds (2/3) of the votes cast at the Meeting. .02 When Effective A by-law and an amendment, a repeal or a re-enactment of a by-law is effective: i) when passed and confirmed as in Part .01; and .03 Members' Powers The Members in the General Meeting of the Annual Meeting may confirm, reject, amend or otherwise deal with any by-law passed by the Directors and submitted to the Members for confirmation. No acts done or rights acquired under a by-law are prejudicially affected by the rejection, amendment or other dealing with the by-law by the Members. 14.00 DISSOLUTION OF THE CORPORATION Upon the dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to the charitable organizations which carry on work solely in Ontario or to organizations whose objects are beneficial to the community. Passed by the Board of Directors and sealed with the corporate seal on June 01, 1999. _________________________
June 22, 1999. ____________________________
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