1.HEAD OFFICE /REGISTERED ADDRESS:
The head office and registered address of the Corporation/Centre shall be ………………
……………………… and at such other address as the directors of the Corporation from time to time may determine.
The Corporation shall have a Seal which will be used to impress/stamped on all official binding documents. It will be kept in a safe place by the Secretary of the Corporation. (Unincorporated Centers will not have a Seal)
3. BOARD OF DIRECTORS:
The operating policies and affairs of the Corporation shall be governed and managed by a duly constituted Board of Directors, whose names will be registered with the relevant government Ministry/ Department.( Effective January 1, 1999, a corporation cannot report more than five senior officer positions. There should be minimum 3 directors and maximum 5 officers including president, vice president, and the secretary “.)… Officers in excess of five, on the public record, must be ceased with a date determined by the corporation. However the excess directors can be reported in minutes of meeting for the Company’s records.
The directors, at the time of election or within ten days thereafter and throughout their term of office shall be members of the Corporation. Each director shall be elected to hold office until the first annual meeting or until a successor has been duly elected and qualified. The whole Board shall be retired at 03 years annual meeting but shall be eligible for re-election if otherwise qualified. The election shall be by a show of hand unless at least one member demands a ballot. The members of the Corporation may remove or appoint a director at a general meeting by giving an advance notice specifying the intention to pass such resolution. A two third majority will be needed for such a resolution to pass.
Any VACANCIES on the Board of directors howsoever caused May, as long as a quorum of directors remain in office shall be filled from among the qualified members of the Corporation. The vacancy may be filled at the next annual meeting of the members if this vacancy is not likely to deprive the board of a quorum.
4. QUORUM AND MEETING OF THE BOARD OF DIRECTORS:
A majority of directors shall form a quorum for the transaction of business at directors. The board may hold its meetings at the registered office or at a place or places as determined by the President of the Board of Directors. A formal notice of such meetings is not necessary if all the directors are present or the absent directors have signified their consent in writing. Directors’ meeting may be formally called by the President or vice President or by the Secretary on directing in writing by at least two directors. Notice of such meetings shall be by means of conference telephone, electronic or other communication facilities as permit all persons participating in meeting to communicate with each other simultaneously and instantaneously and director for the purposes of the Act and this by-law to be present at the meeting. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of giving such notice.
The board of directors may appoint a fixed day in each month or each quarter for such meetings at a predetermined hour for such regular meetings and for these meetings no notice shall be required.
A directors meeting may be held without notice immediately following an annual meeting of members to transact any special or general business.
Any director may at any time waive notice of meetings and may ratify and approve in writing all or any proceedings and resolutions taken, if such a director is unable to be physically present at any given meeting.
5. VOTING BOARD OF DIRECTORS:
All resolutions at a meeting shall be decided by a simple majority either by show of hand or by a ballot. The Chairperson shall have a casting vote, and declaration by chairperson that a resolution has been carried shall be recorded in the minutes as such > President will be the chairperson during all board of directors meetings. However he can select temporary choice of any individual director at any day of Board of directors meeting. In the absence of the President, the duties may be performed by the vice-President or any chosen director by the majority of the board members present.
6. POWERS OF THE BOARD OF DIRECTORS
The directors of the corporation may administer the affairs of the Corporation in all things based on requirements of the relevant legislations and regulations as applicable to not for profit corporations and based on the mandate, policies enacted by the corporation.
7. REMUNERATION OF DIRECTORS
The directors shall receive no remuneration for acting as such but they may be reimbursed reasonable travel costs and promotional expenses.
8. OFFICERS OF CORPORATION
There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary- Treasurer and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than one office position. The President and Vice-President shall be elected by the board of directors from among their number at the first meeting of the board after the three years election of such board of directors provided that in default of such election the then incumbents being members of the board shall hold office until their successors are elected. The other officers of the corporation need not be members of the board and in the absence of written agreement to the contrary the employment of all officers shall be settled from time to time from the board.
9. DUTIES OF PRESIDENT AND VICE PRESIDENT
The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall also encharged with the general management and supervision of the affairs and operations of the Corporation. The President may delegate these responsibilities of operations to a paid manager/ executive director. The president with the Secretary or other office appointed by the board for the purpose shall sign all by-laws and membership certificates. During the absence or inability of the President his duties and powers may e exercised by the vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power the absence or inability of the President shall be presumed with reference thereto.
10. DUTIES OF SECRETARY
The Secretary shall e ex officio clerk of the board of directors. He or she shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. Secretary shall give notices required to be given to members and to directors and shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation which he shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
The treasurer or person performing the usual duties of a Treasurer shall ensure that full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account are kept by an executive director or manager appointed by the board. He shall also ensure that all monies and other valuable effects are deposited in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. Taking proper vouchers therefore and shall render to the board of directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer an of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the board of directors.
12. DUTIES OF OTHER OFFICERS
The duties of all other officers of the Corporation shall be such as the terms of their engagement call for the board directors requires of them.
The board of directors shall appoint a manager or executive director to run the operations of the corporation. This position will be responsible to the board of directors and will report to the President and present a periodic report to the board of directors. Such report will tabled, approved and minute. Day to day operations of the Centre will be responsibility of the manger/Ed within the parameters of the Agreement with any government agencies and within the applicable legislations.
Board of directors may issue an appointment letter to the Manager/Ed and this letter will outline all the responsibilities including signing limits on chouse and corporation documents (suggested $ 500 single signing limit). The performance of this person shall be reviewed in writing periodically but at least once a year.
13. EXECUTION OF DOCUMENTS:
Deeds, transfers, licences contracts and engagements on behalf of the Corporation/Centre shall be signed by either the President or vice-President by the Secretary and Secretary shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by any person authorized by the board but such contracts will have to be approved and minute by the board in its next meeting.
Including the appointment of any attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
14. BOOKS AND RECORDS:
The directors shall see that all necessary books and records of the Corporation required by the by-law of the Corporation or by any applicable statute of law or by any funding Agreement with an external agency.
The membership shall consist of the applicants for the incorporation of the corporation and such other individuals and such other persons or clients, patrons as are admitted as members by the board of directors.
Members may resign by resignation in writing which shall be affective upon acceptance thereof by the board of directors.
Each member in good standing shall be entitles to one vote on each question arising at any special or general meeting of the members.
Each member shall promptly be informed by the Secretary of his/her admission as a member.
There shall be no dues or fees payable by members except such if any, as shall from time to time be fixed by unanimous vote of the board of directors, which vote shall become effective only when confirmed by vote of the members at an annual or other general meeting.
The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 90 days of the date of such notice the members in default shall thereupon automatically cease to be members of the Corporations, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.
16. ANNUAL AND OTHER MEETINGS OF MEMBERS
The annual or any other general meetings of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors ( if any )shall be presented and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the Corporation.
18. ERROR OR OMISSION IN NOTICE
For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his/her last address recorded on the books of the Corporation.
Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made not with standing that no quorum is present.
20. QUORUM OF MEMBERS
A quorum for the transaction of business at any meeting of members shall consist of not less than three members.
21. FINANCIAL YEAR
Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on 31stAugust each year.
22. CONFLICT OF INTEREST POLICY
Each Co4rporation shall develop CONFLICT OF INTEREST policy for directors, members, managers and for employees. (Guidance for such a policy may be obtained from the relevant legislation.) Each director and member and manager shall declare any conflict of interest in dealing with the Center’s operations in a board/members meeting.
In these by –laws and in all other by-laws and policies of the Corporation here after passed unless the context otherwise requires words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be and vice versa, and references to persons shall include firms and corporations.
Passed by the board of directors and sealed with the corporate seal