Bylaw 9

Katarokwi Native Friendship Centre

By-law #9

 

Section 1—General

1.1 Definitions

In this by-law, unless the context otherwise requires:

a)    “Aboriginal/Native and First Nations” shall be deemed to be any person who self-declares as being of Aboriginal, Indian, Metis, Inuit, Status Indian, Non-Status Indian and Self Declared ancestry.

b)    “Act” means the Not-for-Profit Corporations Act 2010 (Ontario)

c)     “Associate Member” a non–voting member including businesses, associations and Employees of the Centre.

d)    “Board” shall be deemed to refer to the duly elected Board of Directors of the Katarokwi Native Friendship Centre.

e)     “By-laws” means this by-law (including the schedules of this by-law)

f)     “Centre” shall be deemed to refer to the Katarokwi Native Friendship Centre.

g)     “Chair” means the chair of the Board

h)    “Corporation” means this Corporation, named the Katarokwi Native Friendship Centre

i)      “Director” means a member of the Board of Directors of the Katarokwi Native Friendship Centre.

j)      “Family member” is defined as mother, father, son, daughter, brother, sister; spouse, uncle, aunt, nephew, niece, first cousin, grandparent, grandchild or any individual irrespective of relationship that currently lives in the same household. In all instances this definition shall include those who are in-laws and common law.

k)    “Letters patent” means the letters incorporating the Corporation as may be amended from time to time or as may be supplemented by supplementary letters patent.

l)      “Member Meetings” include an annual meeting of the Corporation, special meetings of the members of the Corporation and quarterly meetings of the members of the Corporation.

m)   “Members” shall be deemed to refer to any individual who has obtained membership in the Centre.

n)    “Proxy” means an authorization by means of which a member has appointed a proxy holder to attend and act on the member’s behalf at a meeting of the members

o)    “Self Declaration” shall be deemed to be the description of a Native ancestral heritage.

p)    “Youth Membership” means a membership held by youth between the ages of 13 to 24 for the purpose of voting in the annual Youth Board Representative elections.

q)    “Youth Representative” means a voting member of the Board of Directors between the ages of 18-24, elected by the Youth Membership. The Youth Representative must be of Aboriginal ancestry

 

1.2 Aims and Objectives

To respect Creator who gave us spiritual beliefs, language, tradition and place here on Mother Earth, that provides us with the essential needs for survival; since time immemorial.

To recognize, promote, and defend our ancestral laws.

To respect and defend the traditions of Aboriginal women within First Nations society as mothers and providers of life.

To provide opportunity for First Nations people to be involved in programs and services that meet their social, economic, spiritual, political, emotional and cultural needs.

To be a forum to identify and address the issues and concerns of First Nations people in conflict with the law.

To encompass the unique community within the Kingston area, recognizing the diversity of the people so that it reflects the reality of uniqueness indigenous to this area.

We believe that we are all leaders and must take responsibility to ensure the healthy development of our Nations.

To foster mutual support among members to enhance cooperative growth and development of the individual and the community and to recognize that we all have an equal voice in addressing issues.

To honour the belief of supporting the unity of Aboriginal First Nations People without regard to the legal distinctions that may be drawn between us (i.e. Status Indian, Non-Status Indian, Metis, or Inuit People).

1.3 Code of Ethics

Members of the Katarokwi Native Friendship Centre must show respect to all persons while attending or participating in Centre activities, services and/or events. Members will support, work toward, and defend the Mission Statement, the Aims and Objectives and the Code of Ethics of the Katarokwi Native Friendship Centre.

Members will be tolerant and respectful of diversity, honest in their opinions and above all, respect the opinions of others even though they may disagree.

Each member will honour all Native beliefs and customs, and act and speak with pride and dignity in respect for all Creation. They will conduct themselves in a manner, which brings esteem and credibility to themselves and the Centre.

The Katarokwi Native Friendship Centre will faithfully respond to the issues, concerns and problems of its members in a respectful way by working to fulfill the annual mandate as set out by the membership at that meeting, remaining open to member input to meetings and encouraging participation on all committees.

The Katarokwi Native Friendship Centre will endeavour to work cooperatively with other Native organizations, Friendship Centres, organizations, groups and individuals with common concerns.

1.4 Mission/Vision Statement

Whereas, we are the First Nations People who collectively recognize, respect, promote and defend our Native ancestral laws, traditions and cultures.

Whereas, we are governed by Trust, Sharing, Strength and Kindness that nurtures and enriches our organization.

Whereas, strength is the collectively of voice.

The Katarokwi Native Friendship Centre will assume a leadership role in promoting community awareness, understanding and acceptance of the uniqueness of First Nations’ culture while impacting constructively and positively to enrich the community as a whole.

1.5 Interpretation

Other than as specified in Section 1.1, all terms contained in this by-law that are defined in the Act shall have the meanings given to such terms in the Act.  Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

1.6 Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

1.7 Head Office

a)    The head office of the Corporation shall be located in the municipality of Kingston, in the Province of Ontario, Canada and at such place therein as the members may from time to time determine.

b)    Geographical boundary, City of Kingston and 75km of the surrounding area with subject to change.

1.8 Seal

a)    The seal of the Corporation shall be circular in form and bear around the margin the name of the Centre and in the centre of the circle, the words “Ontario 1992”.

b)    The seal shall be affixed to all documents requiring execution under the corporate seal, by such person as may from time to time be authorized by the Board.

c)     The seal shall be kept in the charge of the Secretary of the Board, or other person appointed by the Board, and shall be used as directed in this by-law.

1.9 Execution of Contracts

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed.  Any person authorized to sign any document may affix the corporate seal, if any, to the document.  Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

Section 2—Directors

2.1 Election and Term

a)    The property and business of the Corporation shall be managed by a Board of seven (7) who will meet at least once per month.

b)    All Directors are considered volunteers and are subject to all rules and regulations in the Volunteer Policy.

c)     Of the seven Directors to be elected at the Annual Meeting, at least six (6) of those must be of Aboriginal/Native ancestry. (The Executive must be of Aboriginal ancestry.) Members wishing to be elected to the Directorship must declare to the membership, where their Aboriginal/Native ancestry comes from.

d)    A simple majority of the Board of Directors (4) shall constitute quorum.

e)     Directors shall be elected by the members at an annual meeting of members or until their respective successors have been duly elected and qualified. Directors shall be elected for a term of two years on alternate years, odd or even. The Vice-President, Secretary, and one Member at Large will be elected on odd numbered years. The President, Treasurer and one Member at Large will be elected on even numbered years. The Youth Representative will be elected yearly.

f)     The election of Directors shall be by secret ballot unless otherwise agreed by the membership.

g)     Only one member per household or per immediate family shall serve as Director during any single term of office.

2.2 Eligibility

Every Director Shall

a)     Be 18 years of age or older;

b)     Be a Member of the Centre in good standing for a minimum of 6 months

c)     If you have been convicted of fraud, embezzlement, or theft you cannot have financial signing authority.

d)     Consent to and obtain a criminal records and vulnerable persons check within 30 days of being elected and submit it to the President or Vice-President of the Board,

e)     Be bound by confidentiality about the business of the Centre beyond their term of office.

2.3 Vacancies

The office of a Director shall be vacated immediately:

a)    if the Director resigns office by written notice to the secretary, which resignation shall be effective at the time it is received by the secretary or at the time specified in the notice, whichever is later,

b)    if the Director dies or becomes bankrupt (un-discharged bankruptcy),

c)     if the Director fails to provide a clear criminal records and vulnerable persons check within 30 days of their election,

d)    if the Director is found to be incapable of managing property by a court or under Ontario law

e)     if the Director misses three (3) regular meetings of the Board without direct communication with the Secretary or President

f)     if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.

2.4 Filling Vacancies

As long as quorum of the Board of Directors remains, the Board of Directors may fill vacancies for the remainder of the vacant term from eligible nominees for the Board from the last meeting during which an election was held. If none of the nominees are able to fill the position, the Board may appoint a director from among the membership on support of the majority of the directors of the Board of Directors. Any appointment shall be ratified by the members at the next meeting of Members.

2.5 Committees

Standing and Ad hoc Committees may be established by the Board as follows:

a)    The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and

b)    Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities.  The Board shall determine the composition and terms of reference for any such committee.  The Board may dissolve any committee by resolution at any time.

Standing Committees of the Board of Directors are as follows:

c)    Executive Committee

The Executive Committee consists of the Executive Officers of the Board; President, Vice-President, Treasurer, Secretary.The Executive Committee is empowered to make decisions in the interim between Board meetings, subject to restrictions contained in the bylaw or as imposed by the Board of Directors, as it may from time to time decide. The Executive Committee shall report to the Board of Directors on all actions since the preceding meeting.The Executive Committee must consist of only those individuals who are of Native ancestry.

d)     Membership Committee

The membership committee will consist of representatives from the Board. The committee will review applications for membership and make recommendations to the Board of Directors for the acceptance of applications for membership.This committee will consist of the Vice-President and Secretary and others appointed by the Board of Directors.

e)    Finance Committee

Is a standing committee of the Board of Directors which meets monthly to review the financial transactions of the Centre to prepare recommendations for the Board of Directors at least one (1) week prior to each Board Meeting. This committee will consist of the Vice-President and Treasurer and others appointed by the Board of Directors.

f)     Personnel Committee

This committee is responsible for making recommendations to the Board of Directors with respect to hiring, supervision, discipline and termination. It will be appointed by the Board of Directors each year. The members of this committee will be of

2.6 Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that:

a)    Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties;

b)    Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is: (i) considered reasonable by the Board; (ii) approved by the Board for payment by resolution passed before such payment is made; and (iii) in compliance with the conflict of interest provisions of the Act; and

c)     Notwithstanding the foregoing, no Director shall be entitled to any remuneration for services as a Director or in other capacity if the Corporation is a charitable corporation, unless the provisions of the Act and the law applicable to charitable corporations are complied with.

Section 3—Board Meetings

3.1 Calling Meetings

Directors meetings may be formally called by the President or Vice President or by the Secretary on the direction of the President or Vice-President, or by the Secretary on the direction in writing of three Directors.

3.2 Regular Meetings

The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

3.3 Special Meetings

There are three types of special meetings.

a)    A special meeting must be held for the purpose of amending the by-laws.

b)    A meeting of the Members shall be called upon receipt of a petition requesting a special meeting of Members signed by a minimum of ten (10) voting members or ten percent (10%) of the voting membership, which ever number is higher. The petition shall be hand delivered to the Secretary of the Board of Directors at the head office of the Friendship Centre providing proper notice to all Members and outlining the specific purpose of the meeting. The Board of Directors shall forthwith call a special meeting of the Members. If the Directors do not, within fourteen (14) days from the date of the deposit of the petition, call the meeting, any of the petitioners may call the meeting. No other business except for the items set out in the notice may be conducted at a special meeting of the Members. Under no circumstances may employment matters be raised at a special meeting.

c)     Semi Annual meeting.

3.4 Notice

a)    Notice of meetings of the Directors shall be delivered, telephoned or faxed to each Director not less than one day before the meeting is to take place, but as a general rule, every effort shall be made to give at least one week’s notice to each Director. The statutory declaration of the Secretary or President that notice has been given pursuant to this law shall be sufficient and conclusive evidence of the giving of such notice.

b)    No error or omission in giving 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 proceeding taken or had thereat.

3.5 Chair

The Chair shall preside at Board meetings.  In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair. All meetings will be chaired in accordance with Robert’s Rules of Order

3.6 Voting

Questions arising at any meeting of the Directors shall be decided by a majority vote. In case of any equality of voters, the Chairman shall have a casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, if no demand is made, the vote shall be taken by a show of hands. A declaration by the Chairman that a resolution has been carried and any entry to the effect in the minutes of meeting shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

3.7 Participation by Telephone or Other Communications Facilities

If all the Directors participating consent, a Board meeting may be held by telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other at the same time, and a Director participating by such means is deemed to be present at that meeting.

3.8 Persons Entitled to Be Present

The only persons entitled to attend a Board meeting are the Directors. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Directors present at the meeting. Members may make a request to attend an upcoming Board meeting. The request must be written and submitted to the Secretary of the Board or the President of the Board. No recording devices are permitted. From time to time during Board meetings the Directors may be required to discuss certain items “in camera”. Board members are the only persons permitted in this type of meeting.

Section 4—Banking

4.1 Banking

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

4.2 Cheques and Drafts

All cheques, bills of exchange or other orders for the payment of money or other evidences of indebtedness issued, accepted or endorsed in the name of the corporation shall be signed by such officer or officers, agent or agents may alone endorse notes and drafts for collection on accounts of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation or the same may be endorsed “for collection” or “for deposit” with the bankers of the Corporation by using the Corporation’s 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 the bank’s forms of settlement of balance and release or verification slips.

4.3 Deposits

The funds of the Corporation may be deposited from time to time to the credit of the Corporation with such bank or banks or trust company or trust companies or with such bankers as the Board of Directors may approve, from time to time by resolution.

4.4 Deposit of Securities

The securities of the Corporation may be deposited from time to time for safekeeping with one or more bankers, trust companies or other financial institutions selected by the Board of Directors. Any and all securities so designated may be withdrawn, from time to time, only upon the written order of the Corporation, signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined by resolution for specific instances. Any institution which may be so selected as custodian by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall be in no event liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

4.5 Financial Year

The financial year of the Corporation shall end on the 31st day of March in each year, unless and until otherwise ordered by the Board of Directors.

4.6 Auditors

The voting members shall at each annual meeting appoint an auditor or auditors of the Corporation to audit the accounts of the Corporation and to hold office until the next annual meeting or until a successor or successors are appointed. The remuneration of the auditor or auditors of the corporation shall be fixed by the Board of Directors.

4.7 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 any applicable statute or law are regularly and properly kept including, proper books of account with respect to all sums of money received and expended by the corporation in the manner in respect of which such receipts and expenditures take place, all sales and purchases of securities and other property by the Corporation, the assets and liabilities of the Corporation and all other financial transactions affecting the financial position of the Corporation. All books and records of the Corporation shall be kept at the head office of the Corporation shall at all times be open to inspection by the Directors. Members may review them upon written request submitted to the Secretary or the President.

Section 5—Officers

5.1 Officers

There shall be a President, Vice President, a Secretary, a Treasurer, and such other officers as the members may determine by by-law from time to time. One person may hold more than one office except the offices of President and Vice President. The President, Vice President, Secretary, Treasurer, and other officers, shall be elected by the eligible membership at the time of the election of such Board of Director, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. When officer positions become vacant for any reason during a term of office, the Board of Directors may appoint one or more of their number, as circumstances require filling the vacancy.

5.2 Office Held at Board’s Discretion

The Board of Director, at any meeting, may remove and discharge any or all of the officers of the Corporation before that officer’s term of office has expired, and may elect or appoint another or others in their place or places. Notice must be given specifying the intention to pass such a resolution or motion before the Board of Directors meeting.

5.3 Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

5.4 Duties of the Chair

The Chair shall perform the duties described in sections 3.5 and 9.5 and such other duties as may be required by law or as the Board may determine from time to time. Meetings will be chaired in accordance with Robert’s Rules of Order.

5.5 Duties of the President

The President shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

5.6 Duties of the Vice-President

The Vice-President shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.

5.7 Duties of the Treasurer

The Treasurer shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.

5.8 Duties of the Secretary

The Secretary shall perform the duties described in Schedule D and such other duties as may be required by law or as the Board may determine from time to time.

Section 6—Protection of Directors and Others

6.1 Protection of Directors and Others

No Director, Officer or committee member of the Corporation is to be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

a)    complied with the Act and the Corporation’s articles and By-laws; and

b)    exercised their powers and discharged their duties in accordance with the Act.

Section 7—Conflict of Interest and Nepotism

7.1 Conflict of Interest

a)    Directors shall not place themselves in any position where they are under obligation to any person who may benefit, or appear to benefit, from special considerations or to have monetary interests which could conflict in any manner with their duties as Director of the Board of the KNFC.

b)    Directors shall exercise care in the management of their private affairs so as not to benefit, or appear to benefit from the use of information that is not generally available to the public.

c)     Directors shall not place themselves in any position where they may derive direct or indirect benefit or interest from any business over which they can influence decisions.

7.2 Nepotism

The following provision shall eliminate the potential for nepotism or conflict of interest;

a)    no person will hold or be hired, promoted, demoted or transferred to a job which requires him/her to directly supervise or be supervised by a member of his/her immediate family;

b)    no employee, director or officer of the Corporation shall participate in the recruitment, election and appointment of his/her family member; and

c)     Board members or any individuals invited to serve on an employee- short- listing or hiring committee “entirely” if any family member applies for and is being interviewed for a position with the Corporation.

Family member is defined as mother, father, son, daughter, brother, sister, spouse, common-law partners, uncle, aunt, nephew, niece, first-cousin, grandparent, grandchild, or any individual, irrespective of relationship, that currently lives in the same household.

7.3 Charitable Corporations

No Director shall, directly or through an associate, receive a financial benefit, through a contract or otherwise, from the Corporation if it is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with.

Section 8—Members

8.1 Conditions of Membership

a)    The membership shall consist of the applicants for the incorporation of the corporation so long as they continue to be members and such other individuals as are admitted as members by the Board of Directors from time to time.

b)    A condition of membership will entail that the applicant agrees to adopt the KNFC Code of Ethics and the Aims and Objectives of the Centre in any dealings that may be connected with the Centre; whether formal or informal.

c)     All members are to be given a copy of the “Aims and Objectives” & the “KNFC Code of Ethics” of. A copy will be also posted in a common area for all board, staff, volunteers, member, clients and the general public to access.

d)    All persons attending the Centre will adhere to the Centre’s By-Laws and Code of Ethics while attending the Centre. Any infraction of this may constitute the privilege of attending the Centre to be revoked for a specified amount of time deemed necessary to ensure the safety and wellbeing of the community. The specified time may be as little as one day or up to and including permanent removal.

e)     Any person who is asked to leave the premises of the Centre will be removed from the centre due to infractions of the Code of Ethics will be afforded, if possible, an opportunity to continue services either at home or at another location deemed safe for the program co-ordinator or volunteer providing services.

f)     Members may resign by sending a written notice of resignation to the Secretary of the Board of Directors. The resignation is effective upon acceptance by the Board of Directors.

g)     In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which becomes payable by him/her to the Corporation prior to acceptance of his/her resignation.

 

h)    Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members with the exception of voting members who are engaged as employees of the Corporation. Voting members who are employees of the Corporation. Voting members who are employees of the Corporation shall abstain from exercising their vote during the term of their employment.

i)      Each member shall promptly be informed by the Secretary of the Board of his/her admission as a member. A membership Card shall be issued forthwith

8.2 Classes of Membership

There shall be five classes of membership in the Corporation, namely:

General Members, who shall be persons over the age of 18 years who agree to abide by the Aims and Objectives and the Code of Ethics of the Centre, and are deemed to be in good standing.

Associate Members, who shall be persons over the age of 18 years who will be a non-voting member. This includes business, and associations,

Junior Members, who shall be persons between the ages of 15 and 18 years

Honorary Members, who shall be persons in the Aboriginal community of the Kingston Area, or persons associated with that community, who have made significant contributions to the Aboriginal community.

Lifetime Members, who the Board of Directors may bestow a Life Membership on a member of the Centre who has demonstrated exceptional dedication to the principles of the Centre and who, by his/her personal example of behaviour and long service to the community, is considered to be a fitting role model for our youth and other members.

8.3 Disciplinary Act or Termination of Membership for Cause

The Board of Directors may revoke membership if the member has breached the code of ethical conduct, has behaved in a manner that threatens the safety of the Centre, or the member has breached the aims and objectives of the Friendship Centre.

a)    In all instances membership will be revoked by a minimum of a 2/3 majority vote of the Board of Directors in favour of the revocation of membership.

b)    If membership is revoked, a letter advising the Member of the Board of Directors’ decision shall be sent to the Member within 10 days from the date of decision.

c)     The person whose membership has been revoked has a right to appeal to a general members meeting

d)    Membership meeting called for that purpose. The appeal must be made within 21 days from date of the letter notifying the Member of the revocation of membership. The simple majority vote of members in attendance at this meeting shall rule.

e)     This revocation of membership is to include all classes of membership, up to and

Including lifetime members, if the Board of Directors deems that the member is incontradiction of the Code of Ethics and “not in good standing”

8.4 Members Rights

The classes of membership shall possess the following rights:

General members in good standing are entitled:

a)    To attend all special and general meetings of members and to receive notice of such meetings;

b)    To be elected as a director and officer of the Corporation; and

c)     To one (1) vote on each question arising at any special or general meeting of members, unless that member in an employee of the Corporation.

Associate members in good standing are entitled;

d)    To attend all special and general meeting of members and to receive notice of such meetings;

e)     To be elected as a director of the Corporation;

f)     To one (1) vote on each question arising at any special or general meeting of members.

Junior Members in good standing shall be entitled:

g)     to receive notice of and to attend special and general meetings of members,

h)    to be elected as a junior director of the Board of Directors if the member is 18 years or older

Honorary Members in good standing shall be entitled:

i)      to receive notice of and to attend all special and general meetings of members, but shall not be entitled to vote or to be elected as a director or officer of the Corporation

 

Lifetime Members in good standing shall be entitled:

j)      To attend all special and general meetings of members and to receive notice of such meetings;

k)    To be elected as a director and officer of the Corporation; and

l)      To one (1) vote on each question arising at any special or general meeting of members, unless that member in an employee of the Corporation


8.5 Members Dues

There shall be a membership fee of five dollars ($5.00) payable for an individual adult annual membership of the organization. Individuals, under the age of eighteen years, who are children of members and who are listed on the application for membership shall be deemed as junior member of the organization. Individuals whose membership fees are in arrears for shall cease to be members and must re-apply for membership. All applications for membership shall be approved by the Board of Directors at a regular meeting of the Board of Directors before membership is effective. Successful applicants shall be informed by mail and shall be issued a membership card.

Section 9—Members Meetings

9.1 Annual Meeting

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, on the day of the annual meeting, with a copy of the approved financial statements, auditor’s report or other financial information required by the bylaws or articles.

The business transacted at the annual meeting shall include:

a)      receipt of the agenda,

b)      receipt of the minutes of the previous annual and subsequent special meetings,

c)       consideration of the financial statements,

d)      report of the auditor or person who has been appointed to conduct a review engagement,

e)       reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year,

f)       election of Directors,

g)       such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the Secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

9.2 Special Meetings

The Directors may call a special meeting of the Members.  The Board shall convene a special meeting on written request of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of receiving the request.

9.3 Notice

Subject to the Act, not less than 10 and not more that 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement.  Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken.  Notice of each meeting must remind the Member of the right to vote by proxy.

9.4 Quorum

A quorum for the transaction of business at a Members’ meeting is a majority of the Members in attendance at the meeting, whether present in person or by proxy. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

9.5 Chair of Meeting

The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting. The meeting shall be conducted in accordance with Robert’s Rules of Order

9.6 Voting Members

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:

a)      each Member shall be entitled to one vote at any meeting;

b)      votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;

c)       an abstention shall not be considered a vote cast;

d)     before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot.  A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;

e)       if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote.  If there is a tie vote upon written ballot, the motion is lost; and

f)       whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

9.7 Proxy Votes

Every member entitled to vote at a meeting of the members may by means may proxy their vote by appointing a proxy holder, A proxy holder needs to be a voting Member of the Friendship Centre and can only hold one (1) proxy at any time. The proxy holder will attend and act at the meeting in the manner, to extent and with the authority conferred by the proxy. A proxy must include the proxy holder, be signed by the member and be submitted to the Secretary prior to the meeting.

9.8 Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the meeting from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate or 30 days of more.  Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the meeting.

9.9 Persons Entitled to be Present

The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting.  Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

Section 10—Notices

10.1 Service

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

10.2 Computation of Time

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

10.3 Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting

Section 11—Adoption and Amendments of By-laws

11.1 Amendments to By-laws

The Members may from time to time amend this by-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this by-law other than a provision respecting the transfer of a membership or to change the method of voting by members not in attendance at a meeting of members.

 

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