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CANADIAN HEARING SOCIETY
SOCIETÉ CANADIENNE DE L’OUÏE
GENERAL BY-LAW 2013
Pursuant to the Canada Not-for-profit Corporations Act (S.C. 2009, c.23) and the continuance of the Corporation from the Canada Corporations Act (R.S.C. 1970, c. C-32) to the Canada Not-for-profit Corporations Act, this By-law 2013, being a by-law relating generally to the conduct of the affairs of the Corporation, replaces all by-laws of the Corporation under the Canada Corporations Act.
BE IT ENACTED as a by-law of the Society as follows:
1. "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
2. “Annual Meeting” means a meeting called, and identified as such by the Directors, to be held within 15 months of the preceding Annual Meeting, but not later than 6 months after the end of the Society’s preceding financial year, and which meets the requirements set out in these By-laws relating to Annual Meetings and Meetings of the Members, including the requirements set out in Sections 50, 51, 61 and 137.
3. “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Society.
4. “Board” means the board of directors of the Society.
5. “Board Meeting” means a meeting of the Board which is called in accordance with the requirements of these By-laws, and at which a quorum is present.
6. “Board Composition Policy” means the policy established by the Board to determine the criteria for membership on the Board including the criteria set out in Section 69 of these By-laws.
7. “Board Policies” means policies formally approved by the Board that govern the affairs of the Society, including in respect of the conduct of Members or Directors.
8. “Board Policy Manual” means a manual containing all of the Board Policies, and which is updated by the Board when the Board Policies change, from time to time.
9. "By-law" or “By-laws” means this by-law and all other by-laws of the Society from time to time in effect hereafter.
10. “Chair” means the Officer described in Section 97 of these By-laws, as appointed by the Board.
11. “CNCA Director” means the individual appointed as such under section 281 of the Act.
12. “Committees” means all Standing Committees and ad hoc committees of the Board appointed pursuant to the provisions of the By-laws.
13. “Committee Meeting” means one of four annual regularly scheduled meetings of any of the Committees established by the Board, to be attended by such Directors as are appointed to each Committee by the Board.
14. “Director” means a member of the Board, but does not include the President/CEO.
15. “Dispute Resolution Procedure” means the procedure for resolving disputes set out at Sections 133 and 134, below.
16. “Executive Committee” is the Committee described in sections 109 to 113 of these By-laws, as appointed by the Board.
17. “Finance and Audit Committee” is the Committee described in sections 119 to 122 of these By-laws, as appointed by the Board.
18. “Fundraising Committee” is the Committee described in sections 123 to 125 of these By-laws, as appointed by the Board.
19. “General Meeting” means any meeting of the members which is not an Annual Meeting and which is not a Special General Meeting.
20. “Governance Committee” is the Committee described in sections 114 to 118 of these By-laws, as appointed by the Board.
21. “Head Office” means the head office of the Society, as determined pursuant to Section 41 of these By-laws.
22. “Immediate Past Chair” means the Officer described in Section 102 of these By-laws, as appointed by the Board.
23. “Member” means a member of the Society for the purposes of the Act, and as further described in Sections 42 to 46 of these By-laws.
24. "Meeting of Members" means an Annual Meeting, General Meeting or Special General Meeting.
25. "person" or "persons" shall include individuals eighteen (18) years of age or over who are legally able to make decisions and, if the context requires, firms, associations and corporations.
26. “Officer” means the officers of the Society identified in Section 92, and “Officers” shall refer to all of them.
27. “President/CEO” means the president and chief executive officer of the Society as described in Section 98 of these By-laws, as appointed by the Board.
28. “Reasonable Provision for Access” means, at a minimum, that sufficient access facilities are available in the given context, including where possible certified ASL (American Sign Language) and/or LSQ (Langue des Signes Québécoise) interpreters and CART (Communications Access Real-time Translation) facilities.
29. “Robert’s Rules” means Robert’s Rules of Order, Newly Revised.
30. “Secretary” means the Officer described in Section 100 of these By-laws, as appointed by the Board.
31. "Society" means the Canadian Hearing Society – La Societé Canadienne de L’Ouïe.
32. “Standing Committees” means the standing Committees of the Board set out in section 106.
33. “Strategic Direction” means the aims and objectives of the Society as set of in its Strategic Plan.
34. “Strategic Plan” means the document adopted from time to time by the Board which sets out measurable objectives for the Society to achieve over a given period of time.
35. “Special General Meeting” means a meeting of the Members called by the Directors pursuant to Sections 54 of these By-laws, and which meets the requirements set out in these By-laws relating to Special General Meetings and Meetings of the Members, including those set out in Sections 58 and 83.
36. “Treasurer” means the Officer described in Section 99 of these By-laws, as appointed by the Board.
37. “Vice-Chair” means the Officer described in Section 101of these By-laws, as appointed by the Board.
38. “Vision and Mission” means the aims and objectives of the Society as determined by the Board from time to time and as published on the CHS website.
Save as aforesaid, terms defined in the Act have the same meaning when used in this By-law.
39. 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.
40. Any inconsistency or ambiguity in these By-laws, or difference of opinion with respect to how these By-laws are to be interpreted, will, in the first instance, be resolved and determined by the Board, in its sole discretion. In the event that the Board has not resolved the ambiguity to the reasonable satisfaction of the party raising the concern, that party may appeal to the Dispute Resolution Procedure.
41. The Head Office shall be situated in the place or municipality and the province specified in the Articles, at such address as the Board may, by resolution, determine. The Directors may change the location of the Head Office to any location in the Province of Ontario which they nominate. In the event that such a change is effected, the Directors will give notice to the CNCA Director in the form prescribed in the Act.
CONDITIONS OF MEMBERSHIP
42. Subject to the Act and the Articles, there shall be one class of members in the Corporation. Members shall consist of individuals who pay membership fees and support the Vision and Mission of the Society, as determined by the Board in its sole discretion.
43. The Board shall set annual and/or lifetime membership fees from time to time.
44. Any Member or prospective Member may appeal to the Board for a waiver of membership fees, which the Board may or may not accept in its sole discretion.
45. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
46. The Board may grant membership to persons who have made contributions or donations to the Society on such terms or conditions which the Board, in its sole discretion, may determine by Board Policy.
DISCIPLINE AND TERMINATION OF MEMBERS
47. A person’s membership in the Society is terminated when:
- the Member dies, or, in the case of a Member that is a corporation, the corporation is dissolved;
- their membership is terminated for cause by three-quarters (3/4) of the votes cast at an Meeting of Members called, amongst other things, for that purpose.
- a Member fails to maintain any qualifications for membership described in these By-laws or the Act, including the payment of membership dues, or failure to support the Society’s Vision and Mission as determined by the Board in its sole discretion;
- the Member resigns by delivering a written resignation to the Chair, with a copy to the Secretary, in which case such resignation shall be effective on the date specified in the resignation;
- the Member is expelled in accordance with Sections 48 and 49 below or his, her or its membership is otherwise terminated in accordance with the Articles or By-laws;
- the Member’s term of membership expires; or
- the Society is liquidated or dissolved under the Act.
48. The Board shall have authority to suspend or expel any Member from the Society for any one or more of the following grounds:
- for failing to comply with or
- for carrying out any conduct which may be detrimental to the Society as determined by the Board in its sole and absolute discretion; or
- for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Society.
49. In the event that the Board determines that a Member should be expelled or suspended from membership in the Society, the Secretary, or such other person as may be designated by the Secretary, shall provide twenty (20) days notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Chair, or such other person as may be designated by the Chair, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President/CEO or such other Officer as may be designated by the Board, the President/CEO or such other Officer as may be designated by the Board may proceed to notify the Member that the Member is suspended or expelled from membership in the Society. If written submissions are received in accordance with this Section 49, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the Member, without any further right of appeal.
MEETINGS OF MEMBERS
50. All Meetings of Members 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 General Meeting as provided for below. Any and all such Meetings of Members may only be called if and when a Reasonable Provision for Access has been made.
51. The Board has the authority to permit participation in Meetings of Members by electronic means in cases of emergency, to be determined by the Board in its discretion on a case-by-case basis. Notwithstanding the foregoing, participation by electronic means is only permissible where full access is not possible, and is not permissible at Annual Meetings.
52. Five (5%) percent of Members or twenty-five (25) Members, whichever is less, present in person and by proxy and, in the case of General Meetings and Special General Meetings only, by electronic means, shall constitute a quorum at a Meeting of Members. For clarity, where a Member participates in a Meeting of Members by electronic means, they will be deemed to have been present at that Meeting of Members, and shall count towards quorum for that Meeting of Members.
53. Subject to Sections 50 and 58, the Board shall have the power to call, at any time, a General Meeting or Special General Meeting.
54. The Board shall call a Special General Meeting on written requisition of Members carrying signatures of no fewer than five (5%) percent of the Members. Any such written requisition must state the business proposed to be transacted at the meeting, must carry the signatures of the requisite percentage of members, and copies must be delivered to each Director, and to the Head Office.
55. Upon receiving the requisition referred to in paragraph 54, the Directors shall call a Special General Meeting to address the business stated therein within twenty-one (21) days of receiving the requisition.
56. Members of the general public shall be permitted access to General Meetings, however the Board shall retain the right to declare any Meeting of Members or portions of such meetings may be held in camera where it has, in its sole discretion, determined that confidentiality is necessary.
57. Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
- by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
58. 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.
59. Subject to Section 46, each Member present, or represented by proxy, at a Meeting of Members shall have the right to exercise one (1) vote on each matter that requires a vote at such Meeting of Members. A Member may, by means of providing 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 is revocable by the Member providing the proxy until the commencement of the meeting at which it is to be presented. A proxy holder must be a Member, and each proxy holder can hold a maximum of one (1) proxy at any one Meeting of Members. 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.
60. 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.
61. At every Annual Meeting, in addition to any other business:
- the election of Directors shall take place;
- the audited financial statements, in a form consistent with the Act, shall be presented;
- the report of the public accountant, if any, shall be presented; and
- the Members shall, by ordinary resolution, appoint a public accountant to hold office until the close of the next Annual Meeting, pursuant to Section 137 of these By-laws.
62. The Society may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the Members, publish a notice to the Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the Head Office and any Member may, on request, obtain a copy free of charge at the Head Office or by prepaid mail.
63. No error or omission in giving notice of any Meeting of Members, or any adjourned Meeting of Members which has been rescheduled because of unfinished business, 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.
BOARD OF DIRECTORS
64. The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.
65. Directors must be:
- an individual;
- a Member of the Society;
- be at least 18 years old;
- not have been declared incapable by a court in Canada or in another country; and
- not have the status of a bankrupt.
66. Any Member who becomes a Director must make a donation on an annual basis to the Society.
67. Subject to the articles, the members will elect the directors at each annual meeting at which an election of directors is required. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
The directors of the Corporation shall be elected and shall retire in rotation. At the first election of directors following the effective date of this by-law, one-third (1/3) of the directors shall be elected for a three (3)-year term, one-third (1/3) of the directors shall be elected for a two (2)-year term, and one-third (1/3) of the directors shall be elected for a one (1)-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for three (3)-year terms.
68. Directors may stand for election for a total of two (2) successive (approximately 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.
69. A slate of Director nominees other than those proposed by the Governance Committee pursuant to these By-laws may be nominated by Members, 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 in writing to act as a Director if elected, and the nomination and signed 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 Governance Committee, why the nominators believe the Board 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.
70. 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 of removal, at a Special General Meeting called, inter alia, to consider that matter;
- submitted a resignation in writing, and that resignation has been accepted by the Board;
- 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 make an annual donation to the Society; or
- for any other reason as specified under the Act.
71. A Director may not receive any remuneration, but may be reimbursed for reasonable expenses.
72. A Director shall not profit directly or indirectly from his position as a Director.
73. A Director shall not receive any compensation for any service to the Society.
74. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his resignation is accepted unless, prior to that date, the Director is removed from office pursuant to these By-laws.
75. A Director may be removed by a majority vote of the Board if:
- a. over a period of twelve (12) calendar months, a Director misses, without due cause, as determined by the Board in its sole discretion:
- three (3) Board Meetings in succession;
- over fifty (50%) percent of all regularly scheduled Board Meetings; or
- over fifty (50%) percent of all regularly scheduled Committee Meetings that the Director in question is required to attend by the Board;
- a Director, as determined by the Board in its discretion, fails to fulfill his duties and responsibilities as defined in the By-laws and the Board Policies; or
- a Director no longer meets the relevant legislative and regulatory standards for acting as a member of the Board of a charitable organization or a non-profit corporation in Canada, provided, in the case of b. and c., 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 AND OF THE BOARD
76. The Board 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.
77. The Board 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 of the Society. The Board 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.
78. The Board is responsible for overseeing the financial affairs of the Society, and in so doing, is hereby authorized, from time to time to:
- authorize the acquisition of funds;
- retain sufficient reserves to meet all legal obligations;
- approving and monitoring capital and operational budgets;
- 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;
- limit or increase the amount to be borrowed;
- 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;
- 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;
- approve, at its discretion, for profit and/or not-for-profit corporations for membership in the Society; and
- exercise any other powers expressly granted to the Board pursuant to the By-Laws or the Articles.
79. 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.
80. 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.
81. The Board shall communicate and liaise with the Members, Community Development Councils, the community, and governmental organizations (including branches of federal, provincial and municipal government, and their respective agencies) representing people who are culturally deaf, orally deaf, deafened and hard of hearing, and other stakeholders.
82. The Board shall establish a Board Policy Manual, monitor the observance of the Board Policies contained therein, and conduct regular reviews and revisions thereof.
83. The Board shall schedule and set the agenda and location for any General Meeting or Special General Meeting, ensure proper notification to Members pursuant to Section 58, and ensure there is appropriate recording capability and all other support functions (including a Reasonable Provision of Access) for such meetings in place, all in accordance with the Act and these By-laws.
84. Subject to Section 85 below, meetings of the Board may be held at any time and place to be determined by the Chair, the Secretary or the Board, 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 of Access has been made.
85. In the event that it is not possible to give the notice required by section 84, less notice can be provided for a Board Meeting, as long as a Reasonable Provision of Access has been made to ensure that all Directors are able to participate fully.
86. There shall be at least three (3) Board Meetings each year.
87. No error or omission in giving notice of any Board Meeting or any rescheduled or any adjourned Board Meeting 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.
88. Each Director may exercise one (1) vote on each motion or resolution put to a vote at a Board Meeting. 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.
89. A majority of Directors in office shall constitute a quorum for Board Meetings. Any Board Meeting 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. If, during a Board Meeting, quorum is lost, the remaining Directors at the Board Meeting may adjourn the meeting to a later date, but may not make any decisions binding on the Society or conduct any other business.
INSURANCE AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
90. Each Officer and Director 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 Officer or 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 or her 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 or her own willful neglect or default.
91. The Society may purchase and maintain insurance for the benefit of a present or former Director or Officer against any liability incurred by the Director or Officer in his or her capacity as a Director or Officer, or in his or her capacity as a Director or Officer, or in similar capacity, of another entity, if the individual acts or acted in that capacity at the Society’s request.
DUTIES OF OFFICERS
92. The Officers of the Society shall include:
- the Chair;
- the President/CEO;
- the Secretary;
- the Treasurer;
- the Vice-Chair (one or more, as determined from time to time by the Board);
- the Immediate Past Chair; and
- such other Officers as determined from time to time by the Board.
93. Any Officer may hold two or more of the positions identified in Section 92.
94. Except for the President/CEO, Officers shall be appointed by resolution of the Board at the first Board Meeting following an Annual Meeting. The appointments shall be made in accordance with the procedures set out by the Board in the Board Policies.
95. Except for the President/CEO, Officers shall hold office for one (1) year from the date of appointment by the Board or until their successors are appointed. Officers shall be subject to removal by resolution of the Board at any time.
96. The general duties and obligations of each Officer are set out in Sections 97 to 102 below. The Board may, acting reasonably and from time to time, add to or otherwise amend such duties and obligations if required.
97. 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 meetings, Executive Committee meetings and Meetings of the Members;
- ensure that parliamentary procedure, pursuant to Section 132, 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, but does not count towards quorum and is not “required” to attend;
- 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).
98. The President/CEO shall:
- be entitled to receive notice of, and attend, all meetings of the Society, including all meetings of the Board;
- 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 Executive Committee and as an ex officio member (with vote) of all other Committees.
99. The Treasurer shall:
- ensure the proper handling of all financial dealings of the Society, including but not limited to: 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 public accountants, 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.
100. The Secretary shall:
- ensure and oversee that proper notice be given for Board Meetings and Members Meetings to all parties entitled to receive such notice; and
- undertake the recording, reporting and storing of minutes and other relevant documents and materials of all Meetings of Members, Board meetings, Committee meetings and meetings of task forces, or delegate this role to senior staff.
101. 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, as directed by the Board; and
- perform such other duties as are requested by the Chair and/or the Board.
102. 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, as directed by the Board.
COMMITTEES OF THE BOARD
103. The Board shall have four (4) Standing Committees: the Executive Committee; the Governance Committee; the Finance and Audit Committee; and the Fundraising Committee.
104. The Board may from time to time appoint other Committees and establish their terms of reference, including the length of time that such Committees will operate.
105. All Committees are accountable to the Board and shall report regularly to the Board, and every Committee shall make recommendations on matters within their mandate to the Board for approval.
106. Unless provided otherwise in these By-laws, all Committees may be comprised of both Directors and non-Directors, with the proviso that:
- all Committee members must be Members;
- at least two (2) appointees must be Directors, one of whom will act as chair of the Committee;
- staff (excluding the President/CEO) will act as a resource to, with non-voting status on, each Committee, if and to the extent directed by the Board.
107. All Committee members serve at the will of the Board.
108. Committee quorum shall be a majority of the voting members holding current positions on such Committee.
109. 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 Governance Committee, will act as advisors to the Governance Committee.
110. The Executive Committee shall be chaired by the Chair or designate with approval of the Board.
111. The Executive Committee shall monitor the performance of the President/CEO, plan for President/CEO succession and recommend compensation and benefits for the President/CEO to the Board for consideration and approval.
112. 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.
113. 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.
114. 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.
115. 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.
116. The Governance Committee shall prepare a slate of nominees for election to the Board for each Annual Meeting, 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.
117. The Governance Committee shall provide input as advisor/consultant to the Executive Committee on recommendations for appointment of Officers for the succeeding year.
118. The Governance Committee shall make recommendations to the Board for succession planning, orientation and training of Board members.
FINANCE AND AUDIT COMMITTEE
119. The Finance and Audit Committee shall oversee the development and monitoring of the annual budget.
120. The Finance and Audit Committee shall manage the investment of the Society’s funds.
121. The Finance and Audit Committee shall review the annual audited statements with the public accountant and make recommendations for approval of audited statements to the Annual Meeting.
122. The Finance and Audit Committee shall recommend the appointment of the Society’s public accountant.
123. The Fundraising Committee shall provide leadership to the Board in fulfilling the Society’s fundraising goals.
124. The Fundraising Committee shall provide focus and direction to the fundraising role of the Society and the Board.
125. The Fundraising Committee shall advise the Board on fundraising policies and guidelines.
EXECUTION OF DOCUMENTS
126. 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.
127. The signing Officers of the Society shall be authorized by the Board annually at its first meeting after each Annual Meeting.
MINUTES OF THE BOARD
128. All minutes of Board Meetings shall be available in an accessible format to all Members 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.
129. 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.
130. As required by law, and according to customary actions of the Society, the officially approved and signed minutes shall be kept at the Head Office in an effective and efficient manner.
FINANCIAL YEAR OF THE SOCIETY
131. The fiscal year of the Society shall be as determined from time to time by the Board.
132. 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.
133. Subject to Section 40, disputes or controversies among Members, Directors, Officers, Committee members, or volunteers of the Society are as much as possible to be resolved in private meetings between the parties involved, and if not resolved thereat, in accordance with mediation and/or arbitration as provided in Section 134 of this By-law.
134. Subject to Section 40, in the event that a dispute or controversy among Members, Directors, Officers, Committee members or volunteers of the Society arising out of or related to the articles or By-laws, or out of any aspect of the operations of the Society is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the Members, Directors, Officers, Committee members, employees or volunteers of the Society as set out in the Articles, By-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
- The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Society is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
- All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
GENERAL - MEETINGS
135. 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.
136. A Director or Committee member who is unable to attend in person at a Board Meeting or a Committee meeting 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.
137. The Members shall, at each Annual Meeting, appoint a public accountant to audit the accounts and annual financial statements of the Society for report to the Members at the next Annual Meeting. The public accountant shall hold office until the next Annual Meeting provided that the Board may fill any casual vacancy in the office of the public accountant. The remuneration of the public accountant shall be fixed by the Board.
BOOKS AND RECORDS
138. 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
139. 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 when they shall be confirmed and, failing such confirmation at such Annual Meeting, shall at and from that time cease to have any force and effect.
AMENDMENTS OF THESE BY-LAWS
140. The By-Laws may be repealed, amended and/or restated only by resolution passed by the Board and sanctioned by an affirmative vote of not less than two‑thirds of the Members. After any amendment to the By-Laws has been adopted by the Members, the amended By-laws shall be sent by the Society to the CNCA Director. The amendment(s) will become effective on the date that the Members have approved the amendment(s).
141. 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 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.
142. This By-law shall come into force on the date that the Corporation continues under the Canada Not-for-profit Corporations Act.
CERTIFIED to be By-Law 2013 of the Corporation, passed by the Board of the Corporation by resolution on the ____ day of _____________, 20___, and confirmed by the members of the Corporation by special resolution on the ______ day of ___________, 20___, and to be effective on the date that the Corporation continues under the Canada Not-for-profit Corporations Act.
DATED as of the day of , 20 .
PAUL SMITH CHRIS KENOPIC
Board Chair President and CEO
This By-Law 2013 came into force on ______________________________, the date of continuance as reflected on the Certificate of Continuance issued by Industry Canada under the Canada Not-for-profit Corporations Act.