Heart Defects Society of Windsor and Essex County

Corporation By-Laws

A by-law amending and consolidating by-laws relating generally to the organization and the transaction of the affairs of

HEART DEFECTS SOCIETY OF WINDSOR AND ESSEX COUNTY

CONTENTS OF BY-LAW

  1. Definitions
  2. Business of the Corporation
  3. Directors
  4. Officers
  5. Protection of Directors and Officers
  6. Members
  7. Meetings of Members
  8. Notices
  9. Auditors
  10. Amendments
  11. Effective Date
  12. Repeal and Amendment

Be It Enacted as a by-law of the Corporation as follows:

1. DEFINITIONS

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In this by-law and all other by-laws and special resolutions of the Corporation, unless the context otherwise requires:

“Act” means the Corporations Act, R.S.O. 1900 ch. C.38, as amended, and any statute enacted in substitution therefore, from time to time;

“board” means board of directors Heart Defects Society of Windsor and Essex County, also referred to as “Heart Defects Society” or HDS;

“by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

“Corporation” means the company incorporated as a corporation without share capital under the Act, by Letters Patent dated June 24, 2000 and named Heart Defects Society of Windsor and Essex County;

“Letters Patent” mean the Letters Patent incorporating the Corporation, as from time to time amended and supplemented by Supplementary Letters Patent;

“meeting of members” includes an Annual General Meeting of members and a special meeting of members;

A “member” shall hereby be defined as any person who has attended at least one Regular Meeting or HDS event in the twelve calendar months prior to the Annual General Meeting.

An “active member” shall hereby be defined as a member who has volunteered/assisted/participated in one event within the twelve calendar months prior to the Annual General Meeting; and has attended at least one Regular Meeting in that same period.

An “inactive member” shall hereby be defined as any prior member who has not had any contact with the organization within the twelve calendar months prior to the Annual General Meeting.

Words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neutral genders; and words importing persons include individuals, corporations, and unincorporated associations.

2. BUSINESS OF THE CORPORATION

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2.1 Head Office

Until changed in accordance with the Act, the head office of the Corporation shall be in the City of Windsor, in the County of Essex.

2.2 Corporate Seal

Until changed in accordance with the Act, the corporate seal of the corporation shall be in the form impressed below.

2.3 Financial Year

Until otherwise ordered by the Board, the financial year of the Corporation shall end on the 30th day of June in each year.

2.4 Execution of Instruments

Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by signing officers duly designated by the board of directors. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereto.

2.5 Signing Officers

At all times there shall be a minimum of two (2) authorized signing officers of the Corporation. The President, Secretary, Treasurer and Executive Director are automatically designated as signing officers by the board of directors. The board may designate other director(s) to be authorized signing officers from time to time as the board deems fit.

2.6 Banking Arrangements

The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such arrangements, instructions, and delegations of powers as the board may from time to time prescribe or authorize. The finance committee shall enact policies to be followed with respect to all banking arrangements. The board may amend the policies from time to time as the board sees fit.

3. DIRECTORS

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3.1 Quorum

The affairs of the Corporation shall be managed by a Board of Directors. A majority of the minimum number of directors required by this By-Law constitutes a quorum at any meeting of directors. A majority refers to 50% plus one director.

3.2 Number of Directors

The number of directors on the board shall be at least four (4) directors, and no more than seven (7) directors. The number of directors shall not be varied unless the corporation passes a special resolution to increase or decrease the number of directors, in accordance with the Act.

3.3 Qualifications

Every director shall be at least eighteen (18) years of age. Every director shall be an current active member. Every director shall be an active member of the Corporation at least ten (10) days prior to the election. Pursuant to the Act, no persons with an undischarged bankruptcy shall be a director. Employees of Heart Defects Society are not eligible to be directors.

3.4 Election and Term

Election of the directors shall be held at each Annual General Meeting of the members.

Fifty percent of the board shall be retired at each Annual General Meeting, but may be eligible for re-election if otherwise qualified. Each director will hold office for a two year term ending at the end of the Annual General Meeting. If a new board is not elected at the next Annual General Meeting, the directors then in office shall continue in office until their successors are duly elected. The election may be by a show of hands or by a resolution of the members, unless a ballot is demanded by any member.

3.5 Maximum Term

No director shall serve more than twenty (20) consecutive years on the Board of Directors. A director who is retired from the Board pursuant to this provision is permitted to seek nomination for membership on the Board of Directors after one year from the date of retirement. [Amended Aug 4, 2010  – for previous wording see HDS By-Laws 1.0]

3.6 Removal of Directors

The members may, by resolution passed by at least two-thirds (2/3) of the vote cast on the question at a general meeting of members called for that purpose, remove any director before the expiration of his term in office, and may, by majority vote at that meeting, elect any person in his place for the remainder of his term.

3.7 Vacation of Office

The office of a director shall be vacated upon the occurrence of any of the following events:

(a) if a receiving order is made against him or if he makes an assignment under the Bankruptcy Act;

(b) if an order is made to declare him to be a mentally incompetent person or incapable of managing his affairs;

(c) if he dies or otherwise ceases to be qualified as provided in section 3.3;

(d) if he shall be removed from office by resolution of the members as provided in section 3.5; or

(e) if by notice in writing to the Corporation, he resigns his office. Such resignation, if not effective immediately, becomes effective in accordance with its terms.

3.8 Vacancies

Vacancies on the board may be filled for the remainder of the term of office either by the members at a general meeting of members called for that purpose, or by the board, if the remaining directors constitute a quorum. If no directors remain, any member may call a meeting to elect a Board of Directors.

3.9 Calling of Meetings

Meetings of the board shall be held from time to time at the call of the board or the president or any two (2) directors. Notice of the time and place of every meeting so called shall be given to each director not less than one (1) week (excluding Saturdays, Sundays and bank holidays) before the time when the meeting is to be held, save that no notice of meeting shall be necessary if all the directors are present or if those absent waive notice of, or otherwise signify their consent to such meeting being held. A minimum of four (4) regular meetings of the Board are to be held throughout the fiscal year, where and when the Board may decide.

3.10 Special Meetings

Notice of special meetings of the Board shall be given at least forty-eight (48) hours in advance and the business to be dealt with at the meeting shall be stated in the notice.

3.11 First Meeting of the New Board

Provided a quorum of directors is present, each newly elected board may, without notice, hold its first meeting immediately following the meeting of members at which such board is elected. The first order of business at said meeting shall be the appointment of officers.

3.12 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings, at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director, but no other notice shall be required for any such regular meeting.

3.13 Place of Meeting

Meetings of the board shall be held at the head office of the Corporation or elsewhere in Ontario.

3.14 Chairperson

The president, or in his absence, a vice-president who is a director, shall be chairman of any meeting of directors. If no such officer is present, the directors present shall choose one of their number, to be chairperson. In the event of an equal pro/con vote, the Chairman shall be entitled to vote to eliminate any tie vote.

3.15 Votes to Govern

At all meetings of the board, every question shall be decided by a majority of the votes cast on the questions, except as otherwise provided in the Act or in this by-law. In the event of an equal pro/con vote, the Chairman shall be entitled to vote to eliminate any tie vote.

3.16 Interest of Directors in Contracts

A director shall not contract, either directly or indirectly, with the Corporation.

3.17 Declaration of Interest

It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Corporation, to declare such interest, to the extent, in the manner, and at the time required by the Act.

3.18 Remuneration

The directors shall serve as such without remuneration.

3.18.1 Remuneration – Melissa Trothen Memorial Fund [MTMF] as exception

Directors or family of Directors are eligible to receive MTMF reimbursements.  This is designed to not discourage members of the society from joining the Board of Directors in the future.  However, all Directors must notify of conflict of interest during discussion/votes regarding changes to MTMF limits and guidelines.  No Director shall have signing authority with respect to non-arms length MTMF disbursements. [Added March 24, 2012 – for previous wording see HDS By-Laws 1.1]

3.19 Committees

The board of directors may, by resolution, create one or more committees. Every director must participate in at least one committee during his term in office. The Chairperson of any committee must be a member of the board. Until otherwise provided, the president shall be a member ex-officio of all committees. Committees created by the board of directors shall be given written terms of reference by the board.

3.20 Policies

The board of directors shall make policies from time to time for the governance of the organization. The policies shall come into effect upon approval at a meeting of directors by a majority of votes cast on the question, as set out at article 3.15 of this by-law.

3.21 Executive Committee

The membership of the Executive Committee shall consist of the President, Vice- President(s), Secretary, Treasurer, and Past-President, who may or may not be a Board member.

4. OFFICERS

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Each officer shall be elected by the Board for one (1) year and shall hold office until the first meeting of the Board of Directors following the Annual General Meeting of the members until such time as his/her successor is chosen. The officers to be elected and/or named, include, but are not limited to the positions of President, Vice-President, Secretary and Treasurer.

4.1 Election of President

Each year the board shall elect a president from among the board members.

4.2 Appointment for other Officers

Each year the board shall appoint a secretary, a treasurer, and may appoint one or more vice-presidents, and such other officers as the board may determine. The officers so appointed must be directors for the duration of the term of office. No person shall hold more than one office at the same time.

4.3 Terms of Office and Remuneration

The board may remove at its discretion any officer of the Corporation. Otherwise, each officer elected or appointed by the board shall hold office until his successor is elected or appointed or until the officer ceases to be a director.

4.4 President

Subject to the authority of the board, the president shall be responsible for overseeing the business and affairs of the Corporation, and shall be allowed to delegate to the Executive Director any of its powers and/or duties.

4.5 Vice-President

During the absence or inability of the president to perform his/her duties, his duties shall be performed and his powers exercised by the vice-president, or, if there are more than one, by the vice-presidents in order of seniority. In the absence or inability of the vice-president(s), the Board may appoint a director to act as acting vice-president, until such a time as a vice-president or the president return, or the officers are replaced.

4.6 Secretary

The secretary shall attend and be the secretary of all meetings of members and directors, and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings. S/he shall give or cause to be given, as and when instructed, all notices to members and directors. S/he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose. The Secretary shall ensure that a register is kept with the names and addresses of the members and directors, along with the dates of election of each director. S/he shall perform such other duties as may from time to time be determined by the board of directors.

4.7 Treasurer

The treasurer shall keep or cause to be kept full and accurate books of account, in which shall be recorded all receipts and disbursements of the Corporation, and under the direction of the board, shall control the deposit of money, the safekeeping of securities, and the disbursement of the funds of the Corporation. He shall render to the board, whenever required, an account of all his transactions as treasurer, and of the financial position of the Corporation. The Treasurer shall serve as Chairperson of the Finance Committee and shall be responsible for the preparation of the annual budget. The Treasurer shall also prepare a monthly financial statement and shall present it to the board at each meeting. The Treasurer shall be required to obtain a police clearance within 30 days of taking office.

4.8 Other Officers

The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or as the board or the president may prescribe. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the president otherwise directs.

4.9 Variation of Duties

From time to time, the board may vary, add to or limit the powers and duties of any officer.

4.10 Agents and Attorneys

The board shall have power from time to time to appoint agents or attorneys for the Corporation, in or out of Canada, with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

5. PROTECTION OF DIRECTORS AND OFFICERS

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5.1 Limitations and Liabilities

No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for 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 moneys of the Corporation shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default.

5.2 Indemnity

Every director and officer of the Corporation, and his heirs, executors and administrators, and estate, and effects, respectively, shall from time to time and all times be indemnified and saved harmless out of the funds of the Corporation from and against:

a) all costs, charges and expenses whatsoever that such director or officer sustains or insures in or about any action, suit or proceeding that 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 his office; and

b) all other costs, changes and expenses that he sustains or incurs in or about or in relation to the affairs of the Corporation, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

5.3 Validity of Actions

No act or proceeding of any director or board of directors 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 board of directors.

5.4 Directors’ Reliance

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.

6. MEMBERS

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6.1 Members

Membership in the corporation shall be open to individuals eighteen (18) years or older and to organizations who are interested in furthering the objects of the corporation. Persons wishing membership in the organization must complete an application which will be reviewed by the board committee designated for this task. Persons shall be admitted to membership by resolution of the board of directors, upon recommendation by the designated board committee. Employees of the organization are not eligible for membership.

6.2 Directors as Members

Any director of the Corporation is also a full member of the Corporation.

6.3 Term of Membership

The interest of a member in the Corporation is not transferable and ceases to exist upon his death or when he ceases to be a member by resignation or otherwise, in accordance with the by-laws of the Corporation.

6.4 Resignation

Members may resign by resignation in writing, which shall be effective upon the date the resignation is received, or as stipulated in the notice of resignation.

6.5 Removal

Upon thirty (30) days notice in writing to a member of the Corporation, the board may pass a resolution authorizing the removal of such member from the register of members of the Corporation, and thereupon such person shall cease to be a member of the Corporation. Any such person removed as a member may re-apply for membership in the Corporation.

MEETINGS OF MEMBERS

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7.1 Annual General Meetings

The Annual General Meeting of the members shall be held within 60 days of the end of the fiscal year for the purpose of receiving reports and statements required by the Act to be in place before the Annual General Meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting. Such meetings are mandatory for the directors and officers of the Corporation, and notice of inability to attend must be given to the Chairman of the meeting and one other director who shall proxy. Members shall be notified of the Annual General Meeting at least 30 days prior to the date of said meeting by newsletter, media (TV, radio and print) as well as the HDS web site.

7.2 Special Meetings

A special meeting of the members of this corporation may be called at any time

(a) by the Chair of the Board;

(b) by the Chair of the Board at the request in writing of one-third (1/3) of the directors in office;

(c) at the written request of ten percent (10%) of the members of the corporation. Such requests shall state the purpose or purposes of the proposed meeting, and business transacted at special meetings shall be confined to the subjects stated in the call.

7.3 Place of Meeting

Meetings of members shall be held at the head office of the Corporation or elsewhere in the municipality in which the head office is situated, or pursuant to section 7.5, or if the board shall so determine, at some other place in Ontario.

7.4 Notice of Meetings

Notice of the time and place of each meeting of members shall be given in the manner provided by these by-laws, not less than ten (10) days before the day on which the meeting is to be held, to each member of record at the close of the business on the day on which the notice is given who is entered in the books of the Corporation. Notice of a special meeting of the members shall state the general nature of the business to be transacted at it. The auditors of the Corporation are entitled to receive all notices and other communications relating to any meetings of members that any member is entitled to receive.

7.5 Meetings Without Notice

A meeting of members may be held at any time and place without notice, if sixty percent (60%) of the members entitled to vote are present in person. At any such meeting, any business may be transacted which the Corporation may transact at a meeting of members.

7.6 Chairman, Secretary and Scrutineers

The president, or in his absence, a vice-president who is a director of the Corporation, shall be chairman of any meeting of members. If no such officer be present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one (1) of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some other person, who need not be a member, to act as secretary of the meeting. If desired, one (1) or more scrutineers, who need not be members, may be appointed by a resolution or by the chairman, with the consent of the meeting.

7.7 Persons Entitled to be Present

The only persons entitled to attend a meeting of members shall be those entitled to vote at the meeting, the auditors of the Corporation, the Executive Director, and others who, although not entitled to vote, are entitled or required under any provision of the Act or Letters Patent or by-laws to be present at the meeting. Any other person may be admitted on the invitation of any director or member.

7.8 Quorum

A quorum for the transaction of business at any meeting of members shall be not less than 4 (four) members present in person or represented by proxy, provided that in no case can any meeting be held unless there are three (3) members present in person.

7.9 Right to Vote

At any meeting of the members, every person shall be entitled to vote who is at the time of the meeting listed as a member in the records of the Corporation.

7.10 Votes to Govern

At any meeting, every question shall, unless otherwise required by Letters Patent or by-laws of the Corporation of by law, be determined by the majority of the votes duly cast on the question.

7.11 Show of Hands

Any question at a meeting of members shall be decided by a show of hands, unless after a show of hands, a poll is required or demanded, as provided by this by-law. Upon a show of hands, every person who is present and is entitled to vote shall have one vote. Whenever a vote by a show of hands is taken upon a question, unless a poll is required or demanded, a declaration by the chairman of the meeting that the vote upon the questions has been carried, or carried by a particular majority, or not carried, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question. The result of the vote so taken shall be the decision of the members upon the question.

7.12 Polls

After a show of hands has been taken on any question, the chairman may require, or any person entitled to vote on the question, may demand a poll. A poll so required or demanded shall be taken in such a manner as the chairman shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each member present in person, or represented by proxy and entitled to vote shall have one vote, and the result of the poll shall be the decision of the members upon the questions.

7.13 Casting Vote

In case of an equality of votes at any meetings of members, whether upon a show of hands or under a poll, the chairman of the meeting shall be entitled to a casting vote, which shall not be in addition to a previous vote on any question.

7.14 Adjournment

The chairman at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

8. NOTICES

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8.1 Method of Giving Notices

Any notice (which term in this Article includes any communication or document) to be given (which term in this Article includes sent, delivered or served) pursuant to the Act, the Letters Patent, the by-laws or otherwise, to a member, director, officer or auditor shall be sufficiently given if delivered to his last known address as listed in the files of the Corporation, or if mailed by prepaid ordinary or air mail addressed to him at his address, or if sent to him at his address by any means of wire or wireless or any other form of transmitted or recorded communication. The secretary may change the address in the Corporation’s files of any member, director, officer or auditor in accordance with any information believed by him to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address on file; a notice so mailed shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch. Notice may also be given by publishing same in a daily newspaper in the City of Windsor at least two (2) weeks prior to the meeting.

8.2 Computation of Time

In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

8.3 Omissions and Errors

The accidental omission to give any notice to any member, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor, or any error in any notice not affecting the substance of the notice shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on the notice.

8.4 Waiver of Notice

Any member, director, officer or auditor may waive any notice required to be given to him under any provision of the Act, the Letters Patent, the by-laws or otherwise, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

9. AUDITORS

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At each Annual General Meeting, the members shall appoint an auditor to audit the accounts of the Corporation, who shall hold office under the next Annual General Meeting, provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

10. AMENDMENTS

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This or any other by-law of the Corporation may be amended, repealed or varied by a majority vote of the directors present and voting at any meeting of the board, provided that one (1) months’ written notice of the proposed amendment is given and particulars of same are included in the notice calling the meeting, and that the amendment is confirmed at an annual or special meeting of the members of the Corporation, called for that purpose.

11. EFFECTIVE DATE

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This by-law shall come into force when confirmed by the members in accordance with the Act.

12. REPEAL OF AND AMENDMENTS TO ALL OTHER BY-LAWS OF THE CORPORATION

All other by-laws and constitutions of the Corporation are hereby amended and repealed by the within By-Law No.1

PASSED by the directors of the Corporation, and sealed with the corporate seal, this 12th day of September, 2015

 

Darren Womack, President

Stephanie Voakes, Secretary

CONFIRMED by a majority of the members of the Corporation, this 12th day of September, 2015 .

Stephanie Voakes, Secretary

Version: September 12, 2015