Whitewater Bromley Community Health Centre
Advisory Board of Directors
Advisory Board of Directors
Box 509, Cobden, ON, K0J 1K0
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1.0
1.1 Whitewater Bromley Community Health Centre will be referred to as WBCHC.
1.2 "Act" means the Corporation Act, Revised Statutes of Ontario,1990, c.38, as from time to time amended; and every statute that may be substituted therefore, and in the case of such amendment or substitution any reference in the by-laws of the WBCHC shall be read as referring to the amended or substituted provisions therefore;
1.3 "by-laws" means and by-law of the WBCHC in force
1.4 the singular includes the plural and vice versa
1.5 “Serving” means delivery by person, postal service, courier, email or fax. Postal service shall be considered served in five (5) business days from the date of mailing, electronic serving shall be deemed served in two (2) days.
1.6 words implying a specific gender shall include the other gender.
2.0 Seal
The Seal, an impression whereof is stamped in the margin hereof shall be the Seal of the Corporation.
3.0 Head Office
The Head Office of the WBCHC shall be in the Township of Whitewater Region or the Township of Admaston/Bromley in the County of Renfrew and Province of Ontario, at such place therein by resolution of the Board of Directors.
4.0 Community Served
The WBCHC shall provide health services to it’s designated catchment area, that is, the Township of Whitewater Region and the Township of Admaston/Bromley in the County of Renfrew as well as neighbouring municipalities as appropriate. Geography, client population, or issue as determined by the Board of Directors from time to time may define the community served.
5.0 Membership of the Centre
5.1 Eligibility:
(a) Voting members include those persons who subscribe to the mission of the
WBCHC and who:
i) reside permanently or part time within the geographic area previously defined; or
ii) perform paid or volunteer work in said area; and
iii) are 18 years of age or older; and
iv) have paid such dues as are fixed by the Board.
(b) Non-voting members - Associate memberships shall be open to any other interested person(s) accepted by the Board of Directors. Non-voting members shall not exceed 10% of total voting membership.
5.2 Membership may be purchased from the Membership Chair or any individual delegated by the Membership Chair for the appropriate membership fee.
5.3 The Board shall determine term of membership.
5.4 Termination of membership will occur:
a) Upon failure to renew membership upon expiry; or
b) Upon resolution passed by the majority of the full Board of Directors where due notice of 10 days has been given of the resolution date.
6.0 Fees
6.1 The Board of Directors may fix fees payable by members upon admission into or upon renewal of membership. The Board may, at anytime, waive or change the membership fee.
6.2 The Membership Chair or person delegated shall keep a Register of members showing name and address information of each member.
7.0 Liability of Corporate Members
Members are not liable or responsible for any debts or obligations of the Centre or any claim, injury, loss, transaction or other things related to the Corporation.
8.0 Rights
Full and associate members shall have all the rights, privileges and obligations available to members of a corporation without share capital including the right to attend membership meetings, participate in the discussion of matters properly before the membership. Voting members may vote on matters before the membership and stand for and vote in the election of the Board of Directors.
9.0 Membership of Board of Directors
9.1 The board shall consist of a maximum of twelve (12) voting members in good standing. Each of the municipalities, Admaston/Bromley and the former municipalities of Cobden, Beachburg, Ross Township and Westmeath Township will have a minimum of one (1) voting member.
9.2 The Board membership shall not include more than 50% of individuals currently employed in the health care field in Renfrew County.
9.3 Employees of the Centre may not serve as voting members of the Board.
9.4 Non-voting Board members include Staff Representatives, with a maximum of two (2) and Executive Director, with a maximum of one (1).
10.0 Term of Office
10.1 50% of the board shall be elected annually for a two-year term
10.2 Directors may hold office for a maximum of three consecutive terms
10.3 After an absence from the Board for one year a member becomes eligible for re-election to the Board.
10.4 The Chairman of the Board may hold his position for a maximum of two (2) consecutive years unless, in the absence of any other nominations, the Board of Directors unanimously support his accepted nomination for one additional year. A Chairman who steps down after his term is eligible to accept nomination for the position of Chairman after having stepped down from the position for one (1) year.
11.0 Remuneration
11.1 The Directors shall serve without remuneration from the Corporation.
11.2 No Director shall directly or indirectly profit from their position with the Board.
11.3 Directors may be paid reasonable expenses incurred in the performance of their duties as Directors.
12.0 Vacancies on the Board
12.1 Vacancies on the Board, however caused, may remain so long as a quorum is maintained, as per section 24.0.
12.2 Vacancies may be filled by a majority vote by the Directors from among qualified members or at the next annual general meeting.
12.3 If there should not be a quorum of Directors the remaining Directors shall call a meeting of the WBCHC members to fill the vacancies.
13.0 Election of Board of Directors
Upon entrance at the Annual General Meeting all persons shall show proof of membership in good standing and, if eligible be issued an election ballot. The person responsible for this shall stand ready, at the call of the Election Chairperson, to state the quantity of ballots that have been issued. Any vote taken exceeding this number in the quantity of ballots cast shall be declared invalid and the voting process shall be held again.
At each annual meeting directors shall be elected to fill the positions of those directors whose term of office has expired or those directors who have resigned.
13.1 Absent Candidate: If a member signifies his intention to stand for office by letter, the correspondence shall not be read to the general membership until after the member in question has been nominated.
13.2 Introduction of Candidates: Prior to balloting the Election Officer shall introduce each candidate to the meeting. Any candidate who has not submitted a written acceptance of candidacy and personal background summary shall be allowed three minutes to do so orally.
13.3 Election Officer: The Election Officer shall be the Chairperson of the Nominating Committee or person designated by the Chairperson. The Election Officer shall be ineligible to stand for elective office at that particular AGM in which they have agreed to serve.
13.4 Scrutineers: The Election Officer shall appoint two (2) persons to serve as scrutineers during the election process. The scrutineers shall be ineligible to stand for elected office at that particular AGM in which they have agreed to serve.
13.5 Secret Ballot: Election of Directors shall be by secret ballot. Ballots to be destroyed upon completion of election.
14.0 Conflict of Interest
Any time that a Director is in any way directly or indirectly interested in any matter which is to be the subject of a decision by the Board of Directors, which may result in a personal benefit to him, he shall declare such interest at the earliest practicable opportunity, leave the room during any discussion of the matter and shall refrain from voting on any resolution concerning the matter. Any such declaration of a potential conflict of interest shall be noted in the minutes of the meeting.
15.0 Confidentiality
Directors shall not reveal any information of a confidential nature received through the course of their office about staff, clients or volunteers of the centre.
16.0 Indemnities to Directors
Every Director of the Centre or other person who has undertaken any liability on behalf of the Corporation or any company controlled by it and their 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 Corporation from and against;
16.1 All costs, charges and expenses whatsoever which incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by him in or about the execution of the duties of office or in respect of any such liability; and
16.2 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 of expenses as are occasioned by his own wilful neglect or default.
17.0 Insurance
The Corporation shall purchase and maintain insurance for the protection of Directors and the Corporation as determined by the Board.
18.0 Officers
The Board shall elect from among their members a Chair, Vice-Chair, Secretary, Treasurer and such other Officers as the Board of Directors may determine.
Except for the Chair, who is an ex-officio member of all committees, one person may hold more than one office. Each Officer shall continue until the earliest of his resignation, their ceasing to be a Director, their removal or term expiry.
19.0 Removal
All Officers/Directors in the absence of agreement to the contrary shall be subject to removal by resolution of at least two thirds of the full Board of Directors. Notice must be given to the Board at least ten (10) days before the meeting of the Board of any proposal to remove a Director/Officer of the Board.
20.0 Duties of Officers
20.1 Chair: The Chairperson when present presides at all general meetings and Board meetings. The Chair is charged with the duties of the CEO and with the general management and supervision of the affairs and operations of the Board. The Chair shall be an ex-officio member of all committees. The Chair and Secretary shall sign all by-laws and official documents. The Chair may delegate any of these responsibilities when necessary and with majority approval of the full Board.
20.2 Vice-Chair: shall act for the Chair in the absence of, or at the direction of the Chair.
20.3 Secretary: shall by his signature attest formally to the legitimacy of Board documents. The administrative duties include recording all facts and minutes of meetings. He shall be the custodian of the Corporate Seal and all books, papers, records, correspondence and other documents belonging to the Corporation. He shall give all notices required to be given to members and Directors, and perform such other duties as determined by the Board including maintenance of the membership roster. The Secretary may delegate any of the above responsibilities with Board approval.
20.4 Treasurer: shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation, all monies or other available effects in the same name and to the credit of the Corporation in such banks as may from time to time be designated by the Board and shall disburse, or cause to be dispersed, the funds of the Corporation under the Board's direction taking, or causing to be taken, proper vouchers account of all transactions as Treasurer of the Corporation. They shall present written financial records to the meetings of the Corporation and the Board unless otherwise directed by the Board. They shall act as Registrar for the Annual General Meeting and other meetings as required.
21.0 Meetings (Annual General Membership)
The date of the next Annual Meeting shall be determined by the membership attending each annual meeting.
Any other general meeting of the Centre or Board shall be held at the site, time, and frequency as determined by the Board.
22.0 Notice
Written notice shall be given or published at least ten (10) days for Membership meetings and thirty (30) days for Annual General meetings. The omission or irregularity of notice, of non-receipt of notice by a member or members shall not invalidate any resolution passed or any proceedings taken at such meeting, however, such failure will invalidate such proceedings/resolution if a majority of the Board express objection.
23.0 Voting
All members in good standing may vote at any membership or annual general meeting in person. Every question shall be decided by a simple majority of member's votes by a show of hands. Unless a poll is required the Chair shall declare the vote carried (or not) and an entry to that effect shall be entered in the minutes.
24.0 Quorum
The presence of at least one half of the full elected board plus one shall be a quorum of any meeting of the board. Membership meetings shall have the same minimum criteria.
25.0 Requisition of General/Membership Meeting
Members totalling not less that ten (10%) percent of the members of the Corporation entitled to vote may request the directors to call a general membership meeting for any purpose in accordance with Section 295 of the Act.
25.1 Should a majority of the members present at a meeting so requisitioned determine that the general nature of the business described in the requisition notice is frivolous and not connected with the affairs of the Corporation, then each of the requisitionists shall be jointly and severely liable to the Corporation for all costs incurred by the Corporation in the giving of notice and the calling of the meeting. Failure to pay this amount within thirty (30) days shall entitle the directors to revoke the membership of the requisitionists.
26.0 Access
26.1 Every Annual Meeting or Membership Meeting is open to the public unless a majority of voting members in good standing present otherwise decides.
26.2 The Corporation will make reasonable efforts to make all meetings of both
The Board of Directors and the members reasonably accessible to those individuals with disabilities.
27.0 Conduct
27.1 At each General Membership or Annual General Meeting of the Members, the Members may consider and transact any business except the removal of a Director or an amendment to the by-laws without prior notice to the membership.
27.2 A majority of votes cast carry or will carry any motion. A two/thirds (2/3's) vote is necessary to amend or repeal a by-law.
27.3 The Secretary shall keep the minutes of each Annual General or Membership Meeting. An entry in the minutes that the Chairperson or the relevant Annual General or Membership Meeting declared a motion carried is admissible as prima facie proof that the motion was carried. A record of votes for and against motions considered at each Annual General or Membership Meeting shall be entered by the Secretary in the Minutes of the Meeting when a counted vote takes place. The counted vote shall take place, if any Member asks for a counted vote to take place.
28.0 Nomination of Board Members at Annual General Meeting
Nominations shall be accepted from the floor at the Annual General Meeting.
28.1 Eligibility: In order to be nominated to the Board, you must comply with Section 286 of the Act.
28.2 Nominator: A member wishing to place a name in nomination shall be a member in good standing to section 5.0 of this by-law and be recognized by the Chairperson, or their designate, prior to the nomination being made, identify themselves, and present the name.
28.3 Seconder: Nominations require a Seconder who shall also be a member.
28.4 Recording Nominations: The Secretary shall record, in addition to the names being placed in nomination, the name of the nominator and Seconder.
28.5 Each person nominated from the floor of the Annual General Meeting will have the opportunity to provide a three minute verbal presentation after accepting any nomination.
28.6 Close of Nominations: Prior to the close of nominations the Election Officer shall inform the meeting that three calls for further nominations will be issued and if none is received nominations will be declared closed.
29.0 Business Agenda at Annual General Meeting
29.1 Presentation and approval of minutes of previous meeting
29.2 Presentation of Report of Chair
29.3 Presentation of Report of Treasurer's financial statement
29.4 Presentation of Report of Auditor
29.5 Presentation of Reports of current committees
29.6 Presentation of Report of Executive Director
29.7 Presentation of Report of unfinished business from previous AGM if applicable
29.8 Appointment of Auditors for next fiscal year
29.9 Election of Board of Directors
29.10 Resolutions from the floor
29.11 Setting date for next AGM
29.12 Adjournment
30.0 Parliamentary Authority
At all meetings "Revised Robert's Rules of Order" shall be the accepted authority.
31.0 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of April of every year and terminate on the 31st day of March in the succeeding year.
32.0 Repeal or Amendment of By-laws
May occur at a general or special meeting by vote of at least two-thirds of members present provided written notice of proposed change shall have been served to members at least thirty (30) days prior to such meeting.
33.0 Specific Business Operations
33.1 Banking
The Corporation's bank accounts shall be kept in such banks, trust companies or other firms or corporations as the Board may, from time to time, determine. Cheques on the Corporation's bank accounts, drafts accepted by the Corporation, promissory notes given by it, and letters of hypothecation to banks and others shall be signed, drawn or accepted as the case may be, by any two persons specified by the Board from time to time; at least one of such persons shall be a director of the Corporation.
Bills of exchange, promissory notes, cheques or orders for money may be endorsed for deposit to the credit of the Corporation by any one Director, or by such officer or officers as the Board may from time to time determine.
33.2 Financial Campaign
The Board may authorize a voluntary campaign for funds to enhance the operations of the Corporation.
33.3 Borrowing
33.3.1 Subject to the limitations set out in the By-Law or the Letters Patent
of the Corporation, the board may:
33.3.1.1 borrow money on the credit of the Corporation;
33.3.1.2 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debits, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
No such borrowing by-law shall be effective until it has been confirmed by the majority of the votes cast at the meeting of the members called to consider the borrowing by-law or an annual meeting of the Corporation.
33.3.2 From time to time the Board may authorize any Director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
33.4 Contractual Agreements
Documents requiring execution by the Corporation shall be signed by any person or persons authorized by the board to enter into contracts on behalf of the Corporation and all documents so signed are binding upon the Corporation without further authorization or formality. Contracts required in the ordinary day to day operations of the Corporation will not require previous approval. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The Corporate Seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.
33.5 Securities
The securities of the Corporation shall be deposited for safekeeping with one or more banks, trust companies, or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon written order of the Corporation and signed by two or more officers or agents of the Corporation, and in such a manner, as shall be from time to time determined by resolution of the Board of Directors, and such authority may be general or confined to specific instances. The institutions, which may be so selected as custodians of the Board of Directors, shall be fully protected in acting in accordance with directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
33.6 Books and Records
The Directors shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by an applicable statute or law are regularly and properly kept.
34.0 Proper Books of Account
The Corporation must keep records of accounts including records of:
34.1 All money received or spent by the Corporation including when and where and how the money was spent or received.
34.2 All sales and purchases by the Corporation.
34.3 All assets and liability of the Corporation.
34.4 All other transactions affecting the financial position of the Corporation.
35.0 By-Laws and Special Resolutions
The President and Secretary shall sign any by-laws or any special resolutions passed.
36.0 Amendments
These bylaws may be altered, amended or repealed by the affirmative vote of two-thirds (2/3's) of corporate members present at any annual meeting or at any special meeting of the corporate members, in the notice of which meeting the proposed amendment or new by-law shall be set forth, and at which meeting a quorum is present. Additional bylaws adopted by affirmative vote of majority.
1.1 Whitewater Bromley Community Health Centre will be referred to as WBCHC.
1.2 "Act" means the Corporation Act, Revised Statutes of Ontario,1990, c.38, as from time to time amended; and every statute that may be substituted therefore, and in the case of such amendment or substitution any reference in the by-laws of the WBCHC shall be read as referring to the amended or substituted provisions therefore;
1.3 "by-laws" means and by-law of the WBCHC in force
1.4 the singular includes the plural and vice versa
1.5 “Serving” means delivery by person, postal service, courier, email or fax. Postal service shall be considered served in five (5) business days from the date of mailing, electronic serving shall be deemed served in two (2) days.
1.6 words implying a specific gender shall include the other gender.
2.0 Seal
The Seal, an impression whereof is stamped in the margin hereof shall be the Seal of the Corporation.
3.0 Head Office
The Head Office of the WBCHC shall be in the Township of Whitewater Region or the Township of Admaston/Bromley in the County of Renfrew and Province of Ontario, at such place therein by resolution of the Board of Directors.
4.0 Community Served
The WBCHC shall provide health services to it’s designated catchment area, that is, the Township of Whitewater Region and the Township of Admaston/Bromley in the County of Renfrew as well as neighbouring municipalities as appropriate. Geography, client population, or issue as determined by the Board of Directors from time to time may define the community served.
5.0 Membership of the Centre
5.1 Eligibility:
(a) Voting members include those persons who subscribe to the mission of the
WBCHC and who:
i) reside permanently or part time within the geographic area previously defined; or
ii) perform paid or volunteer work in said area; and
iii) are 18 years of age or older; and
iv) have paid such dues as are fixed by the Board.
(b) Non-voting members - Associate memberships shall be open to any other interested person(s) accepted by the Board of Directors. Non-voting members shall not exceed 10% of total voting membership.
5.2 Membership may be purchased from the Membership Chair or any individual delegated by the Membership Chair for the appropriate membership fee.
5.3 The Board shall determine term of membership.
5.4 Termination of membership will occur:
a) Upon failure to renew membership upon expiry; or
b) Upon resolution passed by the majority of the full Board of Directors where due notice of 10 days has been given of the resolution date.
6.0 Fees
6.1 The Board of Directors may fix fees payable by members upon admission into or upon renewal of membership. The Board may, at anytime, waive or change the membership fee.
6.2 The Membership Chair or person delegated shall keep a Register of members showing name and address information of each member.
7.0 Liability of Corporate Members
Members are not liable or responsible for any debts or obligations of the Centre or any claim, injury, loss, transaction or other things related to the Corporation.
8.0 Rights
Full and associate members shall have all the rights, privileges and obligations available to members of a corporation without share capital including the right to attend membership meetings, participate in the discussion of matters properly before the membership. Voting members may vote on matters before the membership and stand for and vote in the election of the Board of Directors.
9.0 Membership of Board of Directors
9.1 The board shall consist of a maximum of twelve (12) voting members in good standing. Each of the municipalities, Admaston/Bromley and the former municipalities of Cobden, Beachburg, Ross Township and Westmeath Township will have a minimum of one (1) voting member.
9.2 The Board membership shall not include more than 50% of individuals currently employed in the health care field in Renfrew County.
9.3 Employees of the Centre may not serve as voting members of the Board.
9.4 Non-voting Board members include Staff Representatives, with a maximum of two (2) and Executive Director, with a maximum of one (1).
10.0 Term of Office
10.1 50% of the board shall be elected annually for a two-year term
10.2 Directors may hold office for a maximum of three consecutive terms
10.3 After an absence from the Board for one year a member becomes eligible for re-election to the Board.
10.4 The Chairman of the Board may hold his position for a maximum of two (2) consecutive years unless, in the absence of any other nominations, the Board of Directors unanimously support his accepted nomination for one additional year. A Chairman who steps down after his term is eligible to accept nomination for the position of Chairman after having stepped down from the position for one (1) year.
11.0 Remuneration
11.1 The Directors shall serve without remuneration from the Corporation.
11.2 No Director shall directly or indirectly profit from their position with the Board.
11.3 Directors may be paid reasonable expenses incurred in the performance of their duties as Directors.
12.0 Vacancies on the Board
12.1 Vacancies on the Board, however caused, may remain so long as a quorum is maintained, as per section 24.0.
12.2 Vacancies may be filled by a majority vote by the Directors from among qualified members or at the next annual general meeting.
12.3 If there should not be a quorum of Directors the remaining Directors shall call a meeting of the WBCHC members to fill the vacancies.
13.0 Election of Board of Directors
Upon entrance at the Annual General Meeting all persons shall show proof of membership in good standing and, if eligible be issued an election ballot. The person responsible for this shall stand ready, at the call of the Election Chairperson, to state the quantity of ballots that have been issued. Any vote taken exceeding this number in the quantity of ballots cast shall be declared invalid and the voting process shall be held again.
At each annual meeting directors shall be elected to fill the positions of those directors whose term of office has expired or those directors who have resigned.
13.1 Absent Candidate: If a member signifies his intention to stand for office by letter, the correspondence shall not be read to the general membership until after the member in question has been nominated.
13.2 Introduction of Candidates: Prior to balloting the Election Officer shall introduce each candidate to the meeting. Any candidate who has not submitted a written acceptance of candidacy and personal background summary shall be allowed three minutes to do so orally.
13.3 Election Officer: The Election Officer shall be the Chairperson of the Nominating Committee or person designated by the Chairperson. The Election Officer shall be ineligible to stand for elective office at that particular AGM in which they have agreed to serve.
13.4 Scrutineers: The Election Officer shall appoint two (2) persons to serve as scrutineers during the election process. The scrutineers shall be ineligible to stand for elected office at that particular AGM in which they have agreed to serve.
13.5 Secret Ballot: Election of Directors shall be by secret ballot. Ballots to be destroyed upon completion of election.
14.0 Conflict of Interest
Any time that a Director is in any way directly or indirectly interested in any matter which is to be the subject of a decision by the Board of Directors, which may result in a personal benefit to him, he shall declare such interest at the earliest practicable opportunity, leave the room during any discussion of the matter and shall refrain from voting on any resolution concerning the matter. Any such declaration of a potential conflict of interest shall be noted in the minutes of the meeting.
15.0 Confidentiality
Directors shall not reveal any information of a confidential nature received through the course of their office about staff, clients or volunteers of the centre.
16.0 Indemnities to Directors
Every Director of the Centre or other person who has undertaken any liability on behalf of the Corporation or any company controlled by it and their 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 Corporation from and against;
16.1 All costs, charges and expenses whatsoever which incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by him in or about the execution of the duties of office or in respect of any such liability; and
16.2 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 of expenses as are occasioned by his own wilful neglect or default.
17.0 Insurance
The Corporation shall purchase and maintain insurance for the protection of Directors and the Corporation as determined by the Board.
18.0 Officers
The Board shall elect from among their members a Chair, Vice-Chair, Secretary, Treasurer and such other Officers as the Board of Directors may determine.
Except for the Chair, who is an ex-officio member of all committees, one person may hold more than one office. Each Officer shall continue until the earliest of his resignation, their ceasing to be a Director, their removal or term expiry.
19.0 Removal
All Officers/Directors in the absence of agreement to the contrary shall be subject to removal by resolution of at least two thirds of the full Board of Directors. Notice must be given to the Board at least ten (10) days before the meeting of the Board of any proposal to remove a Director/Officer of the Board.
20.0 Duties of Officers
20.1 Chair: The Chairperson when present presides at all general meetings and Board meetings. The Chair is charged with the duties of the CEO and with the general management and supervision of the affairs and operations of the Board. The Chair shall be an ex-officio member of all committees. The Chair and Secretary shall sign all by-laws and official documents. The Chair may delegate any of these responsibilities when necessary and with majority approval of the full Board.
20.2 Vice-Chair: shall act for the Chair in the absence of, or at the direction of the Chair.
20.3 Secretary: shall by his signature attest formally to the legitimacy of Board documents. The administrative duties include recording all facts and minutes of meetings. He shall be the custodian of the Corporate Seal and all books, papers, records, correspondence and other documents belonging to the Corporation. He shall give all notices required to be given to members and Directors, and perform such other duties as determined by the Board including maintenance of the membership roster. The Secretary may delegate any of the above responsibilities with Board approval.
20.4 Treasurer: shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation, all monies or other available effects in the same name and to the credit of the Corporation in such banks as may from time to time be designated by the Board and shall disburse, or cause to be dispersed, the funds of the Corporation under the Board's direction taking, or causing to be taken, proper vouchers account of all transactions as Treasurer of the Corporation. They shall present written financial records to the meetings of the Corporation and the Board unless otherwise directed by the Board. They shall act as Registrar for the Annual General Meeting and other meetings as required.
21.0 Meetings (Annual General Membership)
The date of the next Annual Meeting shall be determined by the membership attending each annual meeting.
Any other general meeting of the Centre or Board shall be held at the site, time, and frequency as determined by the Board.
22.0 Notice
Written notice shall be given or published at least ten (10) days for Membership meetings and thirty (30) days for Annual General meetings. The omission or irregularity of notice, of non-receipt of notice by a member or members shall not invalidate any resolution passed or any proceedings taken at such meeting, however, such failure will invalidate such proceedings/resolution if a majority of the Board express objection.
23.0 Voting
All members in good standing may vote at any membership or annual general meeting in person. Every question shall be decided by a simple majority of member's votes by a show of hands. Unless a poll is required the Chair shall declare the vote carried (or not) and an entry to that effect shall be entered in the minutes.
24.0 Quorum
The presence of at least one half of the full elected board plus one shall be a quorum of any meeting of the board. Membership meetings shall have the same minimum criteria.
25.0 Requisition of General/Membership Meeting
Members totalling not less that ten (10%) percent of the members of the Corporation entitled to vote may request the directors to call a general membership meeting for any purpose in accordance with Section 295 of the Act.
25.1 Should a majority of the members present at a meeting so requisitioned determine that the general nature of the business described in the requisition notice is frivolous and not connected with the affairs of the Corporation, then each of the requisitionists shall be jointly and severely liable to the Corporation for all costs incurred by the Corporation in the giving of notice and the calling of the meeting. Failure to pay this amount within thirty (30) days shall entitle the directors to revoke the membership of the requisitionists.
26.0 Access
26.1 Every Annual Meeting or Membership Meeting is open to the public unless a majority of voting members in good standing present otherwise decides.
26.2 The Corporation will make reasonable efforts to make all meetings of both
The Board of Directors and the members reasonably accessible to those individuals with disabilities.
27.0 Conduct
27.1 At each General Membership or Annual General Meeting of the Members, the Members may consider and transact any business except the removal of a Director or an amendment to the by-laws without prior notice to the membership.
27.2 A majority of votes cast carry or will carry any motion. A two/thirds (2/3's) vote is necessary to amend or repeal a by-law.
27.3 The Secretary shall keep the minutes of each Annual General or Membership Meeting. An entry in the minutes that the Chairperson or the relevant Annual General or Membership Meeting declared a motion carried is admissible as prima facie proof that the motion was carried. A record of votes for and against motions considered at each Annual General or Membership Meeting shall be entered by the Secretary in the Minutes of the Meeting when a counted vote takes place. The counted vote shall take place, if any Member asks for a counted vote to take place.
28.0 Nomination of Board Members at Annual General Meeting
Nominations shall be accepted from the floor at the Annual General Meeting.
28.1 Eligibility: In order to be nominated to the Board, you must comply with Section 286 of the Act.
28.2 Nominator: A member wishing to place a name in nomination shall be a member in good standing to section 5.0 of this by-law and be recognized by the Chairperson, or their designate, prior to the nomination being made, identify themselves, and present the name.
28.3 Seconder: Nominations require a Seconder who shall also be a member.
28.4 Recording Nominations: The Secretary shall record, in addition to the names being placed in nomination, the name of the nominator and Seconder.
28.5 Each person nominated from the floor of the Annual General Meeting will have the opportunity to provide a three minute verbal presentation after accepting any nomination.
28.6 Close of Nominations: Prior to the close of nominations the Election Officer shall inform the meeting that three calls for further nominations will be issued and if none is received nominations will be declared closed.
29.0 Business Agenda at Annual General Meeting
29.1 Presentation and approval of minutes of previous meeting
29.2 Presentation of Report of Chair
29.3 Presentation of Report of Treasurer's financial statement
29.4 Presentation of Report of Auditor
29.5 Presentation of Reports of current committees
29.6 Presentation of Report of Executive Director
29.7 Presentation of Report of unfinished business from previous AGM if applicable
29.8 Appointment of Auditors for next fiscal year
29.9 Election of Board of Directors
29.10 Resolutions from the floor
29.11 Setting date for next AGM
29.12 Adjournment
30.0 Parliamentary Authority
At all meetings "Revised Robert's Rules of Order" shall be the accepted authority.
31.0 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of April of every year and terminate on the 31st day of March in the succeeding year.
32.0 Repeal or Amendment of By-laws
May occur at a general or special meeting by vote of at least two-thirds of members present provided written notice of proposed change shall have been served to members at least thirty (30) days prior to such meeting.
33.0 Specific Business Operations
33.1 Banking
The Corporation's bank accounts shall be kept in such banks, trust companies or other firms or corporations as the Board may, from time to time, determine. Cheques on the Corporation's bank accounts, drafts accepted by the Corporation, promissory notes given by it, and letters of hypothecation to banks and others shall be signed, drawn or accepted as the case may be, by any two persons specified by the Board from time to time; at least one of such persons shall be a director of the Corporation.
Bills of exchange, promissory notes, cheques or orders for money may be endorsed for deposit to the credit of the Corporation by any one Director, or by such officer or officers as the Board may from time to time determine.
33.2 Financial Campaign
The Board may authorize a voluntary campaign for funds to enhance the operations of the Corporation.
33.3 Borrowing
33.3.1 Subject to the limitations set out in the By-Law or the Letters Patent
of the Corporation, the board may:
33.3.1.1 borrow money on the credit of the Corporation;
33.3.1.2 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debits, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
No such borrowing by-law shall be effective until it has been confirmed by the majority of the votes cast at the meeting of the members called to consider the borrowing by-law or an annual meeting of the Corporation.
33.3.2 From time to time the Board may authorize any Director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
33.4 Contractual Agreements
Documents requiring execution by the Corporation shall be signed by any person or persons authorized by the board to enter into contracts on behalf of the Corporation and all documents so signed are binding upon the Corporation without further authorization or formality. Contracts required in the ordinary day to day operations of the Corporation will not require previous approval. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The Corporate Seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.
33.5 Securities
The securities of the Corporation shall be deposited for safekeeping with one or more banks, trust companies, or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon written order of the Corporation and signed by two or more officers or agents of the Corporation, and in such a manner, as shall be from time to time determined by resolution of the Board of Directors, and such authority may be general or confined to specific instances. The institutions, which may be so selected as custodians of the Board of Directors, shall be fully protected in acting in accordance with directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
33.6 Books and Records
The Directors shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by an applicable statute or law are regularly and properly kept.
34.0 Proper Books of Account
The Corporation must keep records of accounts including records of:
34.1 All money received or spent by the Corporation including when and where and how the money was spent or received.
34.2 All sales and purchases by the Corporation.
34.3 All assets and liability of the Corporation.
34.4 All other transactions affecting the financial position of the Corporation.
35.0 By-Laws and Special Resolutions
The President and Secretary shall sign any by-laws or any special resolutions passed.
36.0 Amendments
These bylaws may be altered, amended or repealed by the affirmative vote of two-thirds (2/3's) of corporate members present at any annual meeting or at any special meeting of the corporate members, in the notice of which meeting the proposed amendment or new by-law shall be set forth, and at which meeting a quorum is present. Additional bylaws adopted by affirmative vote of majority.
BY-LAWS OF INCORPORATION
OF
WHITEWATER BROMLEY
COMMUNITY HEALTH CENTRE
May 28, 2003
(revised May 21, 2008)
OF
WHITEWATER BROMLEY
COMMUNITY HEALTH CENTRE
May 28, 2003
(revised May 21, 2008)