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THE CANADIAN HEARING SOCIETY
LA SOCIETÉ CANADIENNE DE L’OUÏE
GENERAL BY-LAW 2009
WHEREAS The Canadian Hearing Society – La Societé Canadienne de L’Ouïe was incorporated under the provisions of Part II of the Companies Act, 1934 by Letters Patent dated the 11th day of March, 194;
WHEREAS the provisions of the said Letters Patent have been amended from time to time through the issue of Supplementary Letters Patent dated respectively the 1st day of May, 1956, the 8th day of August, 1966 and the 24th day of October, 1968.
BE IT ENACTED as a by-law of the Society as follows:
1. Act means the Canada Corporations Act and any statute that may be substituted for it, as amended from time to time.
- Board means the board of directors of the Society.
- By-laws means this by-law and all other by-laws of the Society from time to time in effect hereafter.
- Letters Patent means the Letters Patent together with any Supplementary Letters Patent of the Society.
- Meeting of Members means an annual, general or special general meeting of Members.
- Minister means the Minister responsible for Industry Canada or its successor department.
- Person or persons shall include individuals eighteen (18) years of age or over who are legally able to make decisions, firms, associations and corporations.
- Society means the Canadian Hearing Society – La Societé Canadienne de L’Ouïe.
Save as aforesaid, terms defined in the Act have the same meaning when used in this By-law.
- In these By-laws and in all other By-laws of the Society hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number, the feminine gender and persons, as the case may be, and vice versa.
- The seal, an impression whereof is stamped in the
margin hereof, shall be the seal of the Society.
- The head office of the Society shall be situated in the place or municipality and the province specified in the Letters Patent, at such address as the Board may, by resolution, determine. Subject to the Act, the Society may, by a by-law approved by two thirds (2/3) of the votes cast by the Members, change the place or municipality and/or the province in which the registered office of the Society shall be situated. A copy of the by-law providing for a change in the head office location shall be filed with the Minister.
CONDITIONS OF MEMBERSHIP
- Subject to the Act and the Letters Patent, the Members of the Society shall consist of those persons who pay membership fees and support the Vision and Mission of the Society.
- The Board shall set annual and/or lifetime membership fees from time to time.
- Any Member may appeal to the Board for a waiver of membership fees.
- Any Member may withdraw by providing his resignation in writing to the Chair of the Board, with a copy to the Secretary of the Board, and the resignation will be effective immediately, unless otherwise indicated, upon receipt.
- Any Member ceases to be a Member when he fails to renew his membership, resigns and/or ceases to support the Society’s Vision and Mission.
- All members who are in good standing may vote at all Meetings of Members.
- The membership of any Member may be terminated for cause by three-quarters (3/4) of the votes cast at an annual or special Meeting of Members called, amongst other things, for that purpose.
MEETINGS OF MEMBERS
- All Meetings of Members, whether annual, general or special general, are to be held at the head office or at any place in Canada as the Board may determine on such a day and at such a time as the Board shall appoint; but annual meetings must be held at least once every calendar year, and no later than fifteen (15) months after the previous annual meeting. This requirement does not preclude the holding of any special Meeting of Members as provided for below. Any and all such Meetings may only be called if and when a reasonable provision for access has been made.
- The Board shall have the power to call, at any time, a general or special general Meeting of Members of the Society.
- The Board shall call a special general Meeting of Members on written requisition of Members carrying signatures of no fewer than five (5%) percent of the Members.
- At least fourteen (14) days notice of any Meeting of Members must be given in writing, by electronic and/or postal means, such notice to include any proposed resolutions and sufficient information about the matters to be discussed to allow each Member to form a reasoned judgment about such matters.
- All Notices of Meetings of Members shall include a reminder of the right to vote by proxy and provide information and appropriate forms to enable proxy authorization.
- Each Member present, or represented by proxy, at a Meeting of Members shall have the right to exercise one (1) vote. A Member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific Meeting of Members, in the manner and to the extent authorized by the proxy. A proxy holder must be a Member of the Society. Subject to the requirements of the Act, a proxy may be in such form as the Board from time to time prescribes or in such other form as the Chair of the meeting may accept as sufficient, and shall be deposited with the Secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Board may prescribe.
- Five (5%) percent of Members or twenty-five (25) Members, whichever is less, present in person and by proxy shall constitute a quorum at a Meeting of Members.
- A majority of the votes cast shall determine the questions in any Meeting of Members, except where the vote or consent of a greater number of Members is required by the Act or these By-laws. All votes may be given by a show of hands of the Members present, including votes by proxy, unless otherwise provided by law or unless a Member requests a ballot, in which case a ballot will be conducted.
- At every annual meeting of Members, in addition to any other business, the election of members to the Board shall take place, the audited financial statements shall be presented and the auditors shall be appointed for the ensuing year.
- No error or omission in giving notice of any annual, general or special general Meeting, or any adjourned Meeting which has been rescheduled because of unfinished business, whether annual, general or special general, of the Members of the Society shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Member, director or officer for any meeting of Members or otherwise, the postal or electronic address of the Member, director or officer shall be his last address recorded on the books of the Society.
BOARD OF DIRECTORS
- The affairs of the Society shall be governed by a Board comprised of a minimum of fifteen (15) and a maximum of eighteen (18) Directors.
- Directors must be individual Members of the Society, at least eighteen (18) years of age, with power under law to contract and must become annual donors to the Society.
- The term of office of directors shall be three (3) years when directors are elected at an annual Meeting of Members.
- The Board may appoint a director to fill a vacancy up to the number of directors elected at the most recent annual Meeting of Members between annual general meetings. Directors appointed by this procedure shall hold office only until the next annual meeting at which point they may be elected, subject to the normal process of nomination and election by the Members, for the balance of the term of the director being replaced. Provided that, if the number of directors who were duly elected at an Annual Meeting of Members is at any time less than ten (10), the Board shall call a special general Meeting of Members to elect a full slate of nominees, all in accordance with the nominations and election process described below.
- Approximately one third (1/3) of the Board shall be elected each year.
- Directors may stand for election for a total of two (2) successive three year terms, and may serve a maximum of seven (7) years in succession, after which they are not eligible for re-election for at least one (1) full year.
- A slate of nominees other than those proposed by the Governance Committee may be nominated by Members of the Society, provided that such Members propose the same number of nominees as the number in the group proposed by the Governance Committee and provided that any such alternative slate of nominees is proposed by at least ten (10) Members in writing, each such nominee has consented to act as a director if elected, and the nomination and consents are delivered to the Secretary of the Society at least seven (7) days before the date set for the annual meeting, along with a brief resume of experience and background of each proposed nominee. Any slate of nominees not proposed by the Governance Committee shall also take into account the need for the Board to have a minimum of fifty (50%) percent of Directors who are culturally Deaf, oral deaf, deafened or hard of hearing and shall satisfy the criteria otherwise set out in the Board Composition Policy and the nominators of such slate shall set out, in the notice delivered to the Committee, why the nominators believe the Board of directors would meet the Board Composition Policy criteria if such slate was elected to the Board. If more than one slate of nominees has been proposed for election as directors, the Members shall vote for the election of only one slate of nominees at the meeting called for that purpose and the slate of nominees receiving the most votes shall be elected. If there is a failure to elect a slate of nominees, all existing directors shall remain directors and all directors whose term is about to expire shall have their term extended by one year.
- The office of director shall be automatically and immediately vacated if/when a director has:
- been removed pursuant to the passing of a special resolution, requiring two-thirds (2/3) of the votes cast in favour of removal, at a special general Meeting of Members called, inter alia, to consider that matter;
- submitted a resignation in writing;
- become an employee of or contractor to the Society (except for the President/CEO);
- been found by a court to be of unsound mind;
- become bankrupt;
- been found guilty of a criminal offence;
- failed to become an annual donor to the Society; or
- for any other reason as specified under the Act.
- A director may not receive any remuneration, but may be reimbursed for reasonable expenses.
- A director shall not profit directly or indirectly from his position as a director.
- A director shall not receive any compensation for any service to the Society.
- A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and/or his term of office expires.
- A director may be removed by a majority vote of directors if:
- Over a period of twelve (12) calendar months, a director misses three (3) meetings of directors in succession or misses over fifty (50%) percent of all regularly scheduled Board meetings and committee meetings in any one year period without due cause;
- If a director fails to fulfill his duties and responsibilities as defined in the By-laws and the Board Policies; or
- If a director no longer meets the relevant legislative and regulatory standards for acting as a member of the Board of a charitable organization in Canada;
provided that due notice of the intention to remove a director, together with an opportunity to respond, has been given to any such director prior to being removed.
RESPONSIBILITIES AND POWERS OF DIRECTORS
- The directors of the Society shall administer the affairs of the Society in all things and make or cause to be made for the Society, in its name, any kind of contract which the Society may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Society is by its charter or otherwise authorized to exercise and do.
- The directors shall have power to authorize expenditures on behalf of the Society from time to time and may delegate by resolution to an officer or officers of the Society the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Society in accordance with such terms as the Board may prescribe.
- The Board is hereby authorized, from time to time
a. to borrow money upon the credit of the Society, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board in its discretion may deem expedient;
b. to limit or increase the amount to be borrowed;
c. to issue or cause to be issued bonds, debentures or other securities of
the Society and to pledge or sell the same for such sums, upon such
terms, covenants and conditions and at such prices as may be deemed
expedient by the Board;
d. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the Society, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Society, and the undertaking and rights of the Society.
- The Board is responsible for overseeing the financial viability of the Society by:
- authorizing the acquisition of funds;
- borrowing if and when needed;
- ensuring sufficient reserves to meet all legal obligations;
- approving and monitoring capital and operational budgets.
- The Board shall oversee the President/CEO and, in that regard, shall have the authority to appoint, terminate, set the compensation for, establish and monitor objectives and assess the performance of, the President/CEO.
- The Board shall establish and monitor the Strategic Direction (including the Vision and Mission) of the Society in accordance with the Strategic Plan of the Society.
- The Board shall link with the membership, the moral ownership, and other critical stakeholders.
- The Board shall establish a Board Policy Manual, monitor its observance and conduct regular reviews and revisions thereof.
- The Board shall schedule and set the agenda and location for any general or special general meeting of Members, ensure proper notification to Members, and ensure there is appropriate recording capability and all other support functions (including a reasonable provision for access) for such meetings in place, all in accordance with legal requirements and these By-laws.
- Meetings of the Board may be held at any time and place to be determined by the Chair, the Secretary or the Board of the Society, provided that seven (7) days written notice of such meeting shall be given to each director. Notice required to be sent to a director may be sent by prepaid mail, or may be delivered personally, or may be sent by facsimile or electronic transmission to the director at his latest postal address, facsimile or email address shown in the records of the Society. A notice sent in accordance with this provision is deemed to be received by the director at the time it is personally delivered, when it is transmitted by facsimile or electronic transmission or, in the case of a mailing, on the seventh (7th) day following the date of the mailing unless, in the case of a mailing, there are reasonable grounds for believing that the director did not receive the notice by mail by that time or at all. Any and all such meetings of the Board may only be called if and when a reasonable provision for access has been made.
- There shall be at least one (1) meeting of the Board each year.
- No error or omission in giving notice of any meeting of the Board or any rescheduled or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
- Each director, excluding any ex officio member of the Board, may exercise one (1) vote on each motion or resolution put to a vote at a meeting of the Board. The Chair shall not have a second or casting vote so that, if the votes for and against a motion are evenly divided, the motion is not passed.
- A majority of directors in office shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions given to the Board by or under the By-laws.
INDEMNIFICATION OF DIRECTORS
- Each director of the Society and his heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Society, from and against:
- all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and
- all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
DUTIES OF OFFICERS
- The officers of the Society shall include the:
- Chair of the Board;
- President and Chief Executive Officer (herein the “President/CEO”);
- Vice-Chair (one or more, as determined from time to time by the Board);
- Immediate Past Chair; and
- Such other officers as determined from time to time by the Board.
Any officer may hold two or more officer positions.
- Officers of the Society shall be appointed by resolution of the Board at the first meeting of the Board following an annual Meeting of Members. The appointments shall be made in accordance with the procedures set out by the Board in its Policies.
- The officers of the Society shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed. Officers shall be subject to removal by resolution of the Board at any time.
- The duties of all officers of the Society shall be such as their position calls for and/or the Board requires of them.
- The Chair shall:
- preside at all meetings of the Society and, in co-operation with the President/CEO, prepare agendas and confirm materials for all Board, Executive Committee and Members’ meetings;
- ensure parliamentary procedure is followed during all meetings of the Society;
- act as official representative of the Board and as senior volunteer spokesperson of the Society;
- serve as an ex officio member (without vote, except for the Executive Committee) of all committees of the Board but he does not count towards quorum and is not “required” to attend;
- shall act as a liaison with all committee chairs;
- be a signing officer of the Society;
- ensure that all officers understand and carry out their duties; and
- shall have one vote at all Board and Executive Committee meetings (without a second or casting vote).
- The President/CEO, as the only Society employee on the Board, shall:
- report and be accountable to the Board for all aspects of management and administration of the Society, including staffing;
- report to the Board and respond to all questions and requests for information from the Board; and
- serve as an ex officio member (without vote) of the Board and the Executive Committee and as an ex officio member (with vote) of all other Board committees.
- The Treasurer shall:
- ensure the proper handling of all financial dealings of the Society, including: proper custody of all funds, securities and deposits; and accurate, accessible and timely accounting of assets, liabilities, receipts and disbursements;
- ensure proper reporting to the Board and Members, monitoring of contracts and reporting to funders and donors;
- act as formal Board contact with auditors, ensuring proper reporting of their findings to the Board; and
- ensure the proper carrying out of all policies regarding the financial activities of the Society.
- The Secretary shall:
- ensure and oversee the proper notice, recording, reporting and storing of minutes and other relevant documents and materials of all meetings of the Members, the Board, committees and task forces; and
- undertake the role of secretary at Meetings of the Board and Meetings of the Members, or delegate the role to senior staff.
- The Vice-Chair shall perform the duties of the Chair in the absence or unavailability of the Chair and shall:
- act as a senior volunteer spokesperson of the Society;
- ensure parliamentary procedure is followed during all meetings of the Society;
- perform such other duties as are requested by the Chair and/or the Board.
- The Immediate Past Chair shall:
- act as an informal advisor and mentor to the Chair and the President/CEO, as requested or required;
- perform such duties as requested by the Chair and/or the Board through the Chair; and
- act as an ambassador of the Society.
COMMITTEES OF THE BOARD
- The Board shall have four (4) Standing Committees: Executive; Governance; Finance and Audit; and Fundraising.
- The Board may from time to time appoint other standing and ad hoc committees and establish their terms of reference, including their time frames.
- All such committees, standing and ad hoc, are accountable to the Board and shall report regularly to the Board, and each and every Committee shall make recommendations on matters within their mandate to the Board for approval.
- All such committees, standing and ad hoc, may be comprised of both members and non-members of the Board, with the proviso that:
- all committee members must be Members of the Society;
- at least two (2) appointees must be members of the Board, one of whom will act as chair of the committee;
- staff (excluding the President/CEO) as needed will act as a resource to, with non-voting status on, each committee.
- All committee members serve at the will of the Board.
- Committee quorum shall be a majority of the voting members holding current positions on such committee.
- There shall be an Executive Committee of the Board comprised of the officers together with any additional Board members as decided by the Board from time to time; senior staff, as requested by the Committee, will act as advisors to the Committee.
- The Executive Committee shall be chaired by the Chair or designate with approval of the Board.
- The Executive Committee shall monitor the performance of the CEO, plan for CEO succession and recommend compensation and benefits for the CEO to the Board for consideration and approval.
- The Executive Committee may act on behalf of the Board only on those specific occasions and in reference to those limited issues as determined by the Board; all such decisions must be reported to the Board in a timely fashion, at which time the Board has the option of re-consideration of such decisions; all other decisions must be formally ratified by the Board; provided that no rights of third parties shall be affected or invalidated by any such modification or revocation.
- All meetings of the Executive Committee will be at the call of the Chair and/or upon the request of a majority of the Executive Committee and shall address, but not be limited to, any actions required and authorized by the Board.
- The Governance Committee shall be responsible for regular reviews of, and for providing advice and recommendations to, the Board on by-law and policy issues, and alterations and amendments thereto.
- The Governance Committee shall advise the Board on governance issues, including legislative and regulatory requirements and best practices in the not-for-profit, community services sector.
- The Governance Committee shall prepare a slate of nominees for election to the Board for each annual general meeting of Members, taking into account the need for the Board to have a minimum of fifty (50%) percent of Directors who are culturally Deaf, oral deaf, deafened or hard of hearing and otherwise satisfying the criteria of the Board Composition Policy.
- The Governance Committee shall provide input as advisor/consultant to the Executive Committee on recommendations for appointment of officers for the succeeding year.
- The Governance Committee shall make recommendations to the Board for succession planning, orientation and training of Board members.
FINANCE AND AUDIT COMMITTEE
- The Finance and Audit Committee shall oversee the development and monitoring of the annual budget.
- The Finance and Audit Committee shall manage the investment of the Society’s funds.
- The Finance and Audit Committee shall review the annual audited statements with the auditor and make recommendations for approval of audited statements to the annual meeting.
- The Finance and Audit Committee shall recommend the appointment of the Society’s auditor.
- The Fundraising Committee shall provide leadership to the Board in fulfilling the Society’s fundraising goals.
- The Fundraising Committee shall provide focus and direction to the fundraising role of the Society and the Board.
- The Fundraising Committee shall advise the Board on fundraising policies and guidelines.
EXECUTION OF DOCUMENTS
- All contracts, agreements, instruments required by law, by the agreement itself, and/or as designated in the Policy Manual, shall be signed by any two (2) signing officers of the Board.
- The signing officers of the Society shall be authorized by the Board annually at its first meeting after each annual general Meeting of Members.
MINUTES OF THE BOARD
- All minutes of the meetings of the Board shall be available in an accessible format to all Members of the Society upon their request, except for:
- any minutes of meetings or portions of meetings which are held in camera; and
- any items which are specifically designated as available only to members of the Board.
- All minutes of the Board shall be sent in a timely fashion to all Board members and to other Members and staff as appropriate; email will be used where available and acceptable. The Board will decide on an annual basis how it will distribute the minutes of its meetings to ensure accessibility to all members of the Board.
- As required by law, and according to customary actions of the Society, the officially approved and signed minutes shall be kept at the Society’s head office in an effective and efficient manner.
FINANCIAL YEAR OF THE SOCIETY
- The fiscal year of the Society shall be as determined from time to time by the Board.
- All meetings of the Society shall be conducted in accordance with parliamentary procedure as prescribed by Roberts’ Rules of Order, in the edition as determined from time to time by the Board of directors.
General – Meetings
- Any meeting of Members, the Board or a committee may be temporarily adjourned at any time and from time to time. Such business may be transacted at a rescheduled meeting as might have been transacted at the original meeting without requiring a new formal notice of the rescheduled meeting.
- A director or committee member who is unable to attend in person at a meeting of the Board or a committee may participate in the meeting by any means that allows such a person to communicate effectively at all times with every other member participating in the meeting; and any individual participating by such means is considered to be present at the meeting for all purposes, to the extent permitted by law, including quorum requirements and voting rights.
- The Members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the Society for report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the Board may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board.
BOOKS AND RECORDS
- The Board shall ensure that all necessary books and records of the Society required by the By-laws or by any applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
- The Board may prescribe such rules and regulations not inconsistent with these By-laws relating to the oversight and governance of the Society as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of Members when they shall be confirmed and, failing such confirmation at such annual meeting of Members, shall at and from that time cease to have any force and effect.
- The effective date of these by-laws shall be in respect of the first meetings of the Board and of the Members following adoption of these by-laws by the Members and approval by the Minister.
AMENDMENTS OF THESE BY-LAWS
- By-laws not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law may be passed by a majority of the directors at a Board meeting and sanctioned by an affirmative vote of at least two-thirds (2/3) of the Members at a meeting duly called for the purpose of considering the by-law, providing that any new by-law relating to the requirements of the Act shall not be enforced or acted upon until the approval of the Minister has been obtained.
- All previous by-laws of the Society are repealed as of the coming into force of this By-law. The repeal shall not affect the previous operation of any by-laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Articles or predecessor charter documents of the Society obtained pursuant to, any such by-laws before its repeal. All officers and persons acting under any by-laws so repealed shall continue to act as if appointed under the provisions of this By-law, and all resolutions of the shareholders or the Board or a committee of the Board with continuing effect passed under any repealed by-laws shall continue to be good and valid except to the extent inconsistent with this By-law and until amended or repealed.
The CHS Bylaws have been translated from the legal English document into French, American Sign Language and la langue des signes québécoise. In the event of any errors, omission or differences arising from the translation, it is understood that the printed English version with official signatures of the parties will be the official version.