SAMPLE BY-LAWS FOR VOLUNTARY ORGANIZATIONS
By-Laws and Constitution of_______________.
Article 1 NAME
There is constituted hereby an organization incorporated as the_______________.
Article 2 A Purpose and Objects
The purpose _______________
The objects _______________
Article 3 Head Office
3.0 The head office of the Corporation shall be in the municipality/city of _______________, in the Province of_______________ and at such place there in as the directors may from time to time determine.
Article 4 Seal
4.0 The seal, an impression of which is stamped in the margin hereof, shall be the seal for the corporation.
Article 5 Membership
5.0 The membership shall consist of individuals, organizations and honorary life members.
(a) Full Member - Any interested person, partnership, corporation, agency or other group which support the purpose of the Corporation.
(b) Associate member - Any interested person (not qualified as a full member) may become as associate member under such terms and conditions as the Board of Directors may from time to time deem appropriate.
(c) Honorary member - Any person, who in the opinion of the Board of Directors has rendered meritorious service to the association.
5.1 Each full member shall be entitled 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 Treasurer of his/her admission as a member.
5.2 Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.
Fees
5.3 All members shall pay a membership fee as determined from time to time and passed at a meeting of the Board of Directors. This fee entitles members to one year membership in the Corporation.
Article 6 Board of Directors
6.0 The affairs of the Corporation shall be managed and administered by a Board of Directors consisting of 12 members, all of whom shall be elected members, whom shall be elected for a term of two years at the Annual General Meeting of members.
6.1 Directors meetings may be formally called by the Chairperson or by the Secretary on direction in writing of two directors.
6.2 Notice of such meetings shall be mailed, delivered, telephoned or faxed to each director not less than 48 hours before the meetings are to take place. The statutory declaration of the Secretary or Chairperson that notice, has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A director's meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special or general at any meeting of the Board.
6.3 The immediate past-chairperson, if not re-elected as a corporate officer, or a member of the board, shall act for one year as an ex-officer member of the board, but does not have the capacity to vote.
6.4 The Board of Directors shall choose a chairperson from among the Board members by a simple majority vote at the first Board meeting after the Election Meeting. All directors must be paid up active full members or honorary members. Board members shall determine by a simple majority vote, whether or not a Board member has a conflict of interest. A Board member who declares conflict of interest or who has been declared so by the Board shall not enter into debate or vote concerning the matter.
Vacancies
6.5 Vacancies on the Board of Directors, however caused, may so long as a quorum of directors remain in office, be filled by the directors from among qualified members of the Corporation, if they shall see fit to do so. Otherwise such vacancy shall be filled at the next general meeting of the members at which the directors for the ensuing two (2) years are elected. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.
6.6 If in opinion of the Board a member is not acting in the best interests of_______________ the Board may by a simple majority vote, call an extraordinary meeting of the Board to determine whether or not the member concerned shall be dismissed from the Board. Any board member missing three (3) consecutive meetings of the board without notice of intent to be absent, may be removed from the board.
6.7 The members of the Corporation may be resolution passed by a least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of her/his term of office, and may be a majority of votes cast at that meeting, elect any person in her/his stead for the remainder of her/his term.
Quorum and Meetings
6.8 A majority of directors (50% plus 1) will form a quorum for the transaction of_______________ business. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.
Voting
6.9 Questions arising at any meeting of Directors shall be decided by a majority of votes. All Directors may vote on any question. In case of an equality of votes the motion shall be defeated. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In absence of the Chairperson, her/his duties may be performed by such other directors as the Board may from time to time appoint for the purpose.
Article 7 Errors in Notice, Board of Directors
7.0 No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
Article 8 Powers
8.0 The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the_______________ Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and save as hereinafter provided, generally, may exercise all such other powers and do all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to do.
8.1 The Board may lease property for a certain period to any party upon the authorization of a simple majority vote at a meeting of the Board upon terms and conditions determined by the Board.
8.2 The Board may appoint any person or persons to perform any function for which the deem necessary to conduct efficiently the_______________ Corporations business. The Board will be responsible for the hiring and releasing of all employees.
8.3 The Board shall set up such standing and temporary committees which they deem necessary to adequately serve the needs of the Corporation. Each standing or temporary committee shall consist of a Chairperson to be named by the Board and committee members recruited by the chair. A temporary committee shall exist only so long as it serves a current, useful purpose. A temporary committee may be dissolved by the Board if in the Board's opinion it no longer serves the current, useful description above.
Article 9 Remuneration of Directors
9.0 The Directors shall receive no remuneration for acting as such except repayment of reasonable expenses incurred by them in the normal course of their duties.
Article 10 Officers of Corporation
10.0 There shall be a Chairperson, Vice chairperson, Secretary/Treasurer and Director as the Board of Directors. All of the Board must be a full member of the Corporation. The chairperson shall be elected at a meeting held soon after the Annual General Meeting and shall be on the Board of Directors, and no person shall serve as a Corporate Officer if after election he/she has been disqualified as a member of the Board.
Duties of Chairperson
10.1 The Chairperson shall, when present, preside at all meetings of members of the Corporation. The Chairperson shall also be charged with the general management and supervision of the affairs and operations of the_______________ Corporation. The Chairperson with the Vice Chairperson or other officers appointed by the Board for the purpose sign all by-laws. During the absence of inability of the Chairperson, and if the Vice chairperson, or such other Director as the Board may from time to time appoint for the purpose, exercise any such duty or power, absence or inability of the Chairperson shall be presumed with reference there to.
10.2 The Chairperson, or the Vice Chairperson or director in the absence of the Chairperson, shall be the official spokesperson for releasing to the public only such information as is authorized from time to time as official policy.
Duties of the Secretary/Treasurer
10.3 The Secretary/Treasurer will be the official Contact Officer, who will be responsible generally for the drafting of all Corporate correspondence and literature at the direction of the Board. Notification of meetings to Board members may be executed by telephone by the Secretary/Treasurer. All correspondence received by the Secretary/Treasurer must be presented at the next applicable meeting. The Secretary/Treasurer will take the minutes of each meeting and will present them at the subsequent and will present them at the subsequent meetings at the direction of the Board. She/he will be responsible for the safe custody of all corporate books, records and the corporate seal and must release no information from these books and records except as authorized by the Board as required by statute.
Article 11 Annual & Special Meetings of Members
11.0 The election or any other general meeting 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 Directors shall appoint.
11.1 A general meeting shall be held a minimum of once (1) a year unless requested by two thirds (2/3) majority of the membership at such date, time and place as chosen by the Board.
11.2 The annual general meeting shall be held within ninety (90) days following the end of the fiscal year.
11.3 At every annual general meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement, the minutes of the previous elections meeting and the report of the auditors shall be presented. The auditors shall be appointed by vote for the subsequent fiscal year.
11.4 The Secretary/Treasurer may call a general meeting on the written requests of a Director and four full members; or call a meeting of the Board at the verbal request of the Secretary/Treasurer and any member of the Board.
11.5 The Secretary/Treasurer may call a general meeting on the written request of a Director. No public notice or advertisement of members, meetings, election or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or telegraph, ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all members of the Corporation are present thereat, and at such meeting any business may be transacted which the Corporation at election or general meetings may transact.
11.6 A person nominated for any office of the Corporation must be in attendance at the meeting. Each nomination must be seconded.
11.7 The Secretary/Treasurer may call a general meeting on the written requests of the Chairperson and 10% of the paid up full members. No public notice or advertisement of members, meetings election or general, shall be required, but notice of time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or telephone, ten days before the time fixed for the holding of such meetings; provided that any meetings of members may be held at any time and place without such notice.
Article 12 Errors of Omission in Notice
12.0 No error of omission in giving notice of any election or general meeting of any adjourned meeting, whether election or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice to any such meeting and may ratify, approve and confirm any or all proceedings take or had thereat. 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 last address recorded on the books of the Corporation.
Article 13 Adjournments
13.0 Any meeting 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 such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
Article 14 Quorum of Members
14.0 A quorum for a general meeting and for transaction of any business at such meeting shall be at least three directors and 10% of paid up full members.
Article 15 Voting of Members
15.0 Subject to the provisions, if any, contained in the letters patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled one vote.
15.1 At all meetings of members every question shall be decided by a majority of votes of the members present in person or represented by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairperson that a resolution has been carried or not carried and an entry to the effect in the minutes of the Corporation shall be admissible in evidence of prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present. Such poll shall be taken in such a manner as the Chairperson shall direct and the result of such poll shall be deemed the decision of the Corporation in a general meeting upon the matter in question. In case of an equality of votes at any general meeting whether a show of hands or at a poll, the Chairperson shall be entitled to a second or casting vote.
Article 16 Financial Year
16.0 Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st day of March in each year.
Article 17 Duties of Other Officers
17.0 The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.
Article 18 Execution of Documents
18.0 Deeds, transfers, licenses, contracts and engagements on behalf of the_______________ Corporation shall be signed by either the Chairperson or Secretary/Treasurer, and the Secretary/Treasurer shall affix the seal of the Corporation to such instruments as require the same.
18.1 Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the Chairperson, Vice Chairperson or Secretary/Treasurer of by any person authorized by the Board.
18.2 The Chairperson, Vice Chairperson, Secretary/Treasurer or the Director, or any person or persons from time to time designated by the Board of Directors may transfer and any all shares, bonds, or other securities from time to time standing in the names of the Corporation in its individual or any other capacity or as trustees or otherwise and may accept in the name and the behalf of the Corporation transfers of shares, bonds, or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any and all instruments in writing necessary or proper for such purposes including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
18.3 Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom any particular instrument, contract or obligations of the Corporation may or shall be executed.
Article 19 Books and Records
19.0 The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
Article 20 Cheques
20.0 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the staff of finance and one other Corporation Officer and any one of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the Corporation's bankers or the same may be endorsed "for Collection" or "for deposit" with the bankers of the Corporation by using the Corporations rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all of the bank's forms or settlement of balances and release verification slips.
Article 21 Borrowing
21.0 The Directors may subject to Article 8 herein:
(a) Borrow money on the credit of the Corporation, or
(b) Issue, sell or pledge securities of the Corporation, or
(c) Charge, mortgage, hypothecate or pledge all or any of the personal property of the Corporation, including book debts rights, powers, franchises and undertakings, to secure any other obligation or liability of the Corporation, or
(d) Conduct lotteries in accordance with applicable existing provincial statutes.
21.1 From time to time the Directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the monies borrowed or to be borrowed as a fore said _______________and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give additional securities for any monies borrowed generally to manage, transact and settle the borrowing of money by the Corporation for its purpose to be invested in any investments that are authorized for the investment of trust funds in the Province of Ontario; and sell, transfer and assign such investments from time to time, for which purposes the signatures of the Secretary/Treasurer and the Chairperson shall be sufficient.
Article 22 Bylaws, Resolutions and Amendments
22.0 Additions, amendments or alterations to this by-law shall be made by a two-thirds majority at a general meeting. Not in any derogating two-thirds majority from the fore going, Article 8 shall not be added to, amended or in any way altered except by a unanimous vote.
22.1 Subject to the foregoing, The Board of Directors may with proper notice propose additions, amendments or alterations to by-laws at a duly held meeting. This by-law does not apply to proposed amendments authorized by the Board of Directors covered elsewhere in the Corporations by-laws.
Article 23 Repeat of Previous By-laws
23.0 When approved by an Annual General meeting of this organization this draft will shall here forth be regarded as the Constitution of_______________; the previous constitution and amending by-laws thereto are repeated.
Article 24 Liabilities
24.0 Every Director and every officer of the Corporation and heirs, executors, administrators and other legal personal representatives shall, from time to time and at all times, be indemnified and saved harmless by the Corporation from and against_______________.
a) Any liability and all costs, charges and expenses sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against a board member for or in respect of the execution of duties of office: and
b) all other costs, charges and expenses that a member of the board sustains or incurs in respect of the affairs of the Corporation except by his own willful neglect or default.
24.1 No Director of officer of the Corporation shall be liable for the acts, receipts, neglects or defaults by any other director or officer or employee, or for joining in any act of conformity, or for any loss, damage or expense happening to the corporation through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, or insolvency of any person, firm or corporation with whom any monies, securities or effects shall be lodged or deposited or for any loss occasioned by any error or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trusts or in relation thereto unless the same shall happen by or through his own willful act or default.
24.2 Any act or proceeding of any director of the board shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualifications of such director or directors.
24.3 Directors may rely upon the accuracy of any statement or report prepared by the Corporation’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
PASSED by the Board of Directors:
Date:____________________________________
CHAIRPERSON:_____________________________
SECRETARY/TREASURER:_____________________
BOARD DIRECTOR:__________________________