By-Laws
of the
Canadian Association of Elizabeth Fry Societies
and
Statement of Policy and Interpretation of the By-Laws
Index
BY-LAW No. 1
SectionSubjectPage
1.01Interpretation1
2.01Name1
3.01Head Office1
4.01Seal1
Directors
5.01Number and Quorum1
5.02Qualification2
5.03Ex Officio Directors2
5.04Re-election2
5.05Chair2
5.06Powers2
5.07Resignation2
5.08Removal3
5.09Vacancies3
5.10Meetings3
(a)Place and Time3
(b)Convening3
(c)Annual Meeting3
(d) Notice3
(e)Attendance3
5.11Regular Meeting3
5.12Voting4
5.13For the Protection of Directors and Officers4
5.14Indemnities to Directors and Others4
5.15Acts of Directors4
5.16Acting on Auditors’ Reports5
5.17Reports5
5.18Powers and Duties5
5.19Rules and Regulations5
5.20Remuneration and Expenses5
5.21Interested Directors Contracts and Conflict of Interest5
Officers
6.01Officers6
6.02Executive Director6
6.03Other Officers6
6.04Remuneration6
6.05Removal6
6.06Inability to Act6
6.07Vacancies6
6.08Duties of President7
6.09Duties of Vice-President7
6.10Duties of Treasurer7
6.11Duties of Secretary7
6.12Duties of Executive Director7
6.13Duties of Other Officer7
Secretariat
7.01Composition8
7.02Powers and Duties8
Committees
8.01Executive Committee8
8.02General9
8.03Chair and Members9
Membership
9.01General9
9.02Society Members9
9.03Honourary Members9
9.04Approval10
9.05Transfer10
9.06Resignation10
9.07Removal10
9.08Fees10
9.09Annual and Special General Meetings10
9.10Quorum11
9.11Notice of Meetings11
9.12Attendance11
9.13Chair11
9.14Secretary11
9.15Right to Act and Vote11
9.16Voting at Meetings12
9.17Casting Vote12
9.18Business to be transacted – General 12
9.19Business to be transacted – Annual General Meeting12
9.20Proxies12
10.01Fiscal Year13
Execution of Documents13
11.01Documents under Seal13
11.02Copies of By-Laws, et cetera13
11.03Other Documents13
11.04General13
12.01 Adjourned Meetings13
Notice
13.01Service13
13.02Signature to Notices14
13.03Computation of Time14
13.04Proof of Service14
14.01Investments14
15.01Auditors15
16.01First Directors and Members15
17.01Amendment of By-Laws15
The Canadian Association of Elizabeth Fry Societies
BY LAW NO. 1
A by-law relating generally to the transaction of the affairs of THE CANADIAN ASSOCIATION OF ELIZABETH FRY SOCIETIES
SECTION ONE – Interpretation
1.01In all By-Laws, resolutions and minutes of the Association where the context so requires or permits:-
(a)the “Act” shall mean the Canada Corporations Act, and every other Act of Statute incorporated therewith or amending the same, or any Act or Statute substituted therefore, and in the case of such substitution the reference in the By-laws, resolutions and minutes of the Association to non-existing Acts or Statutes shall be read as referring to the substituted provisions in the new Acts or Statutes;
(b)the “Board” shall mean the Board of Directors;
(c)the “Association” shall mean the CANADIAN ASSOCIATION OF ELIZABETH FRY SOCIETIES;
(d)one “Gender” shall include the other gender;
(e)“Letters Patent” shall mean the Letters Patent incorporating the Association and shall include any Supplementary Letters Patent issued to the Association.
SECTION TWO – Name
2.01The name of the Association shall be “THE CANADIAN ASSOCIATION OF ELIZABETH FRY SOCIETIES”.
SECTION THREE – Head Office
3.01The Head Office of the Association shall be in the Regional Municipality of Ottawa-Carleton, in the Province of Ontario, and at such place therein as the Board may from time to time determine. The Association may also have such other office or offices at such place or places as the Board may from time to time appoint or the business of the Association may require.
SECTION FOUR – Seal
4.01The Seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Association. The seal shall be kept by the Executive Director in safe custody.
SECTION FIVE – Directors
Number and Quorum
5.01Until changed by by-law or Supplementary Letters Patent, the number of the Directors of the Association shall not be less than nine (9) and not more than fifty (50). At any meeting of Directors, a majority of the number of Directors shall constitute a quorum for the transaction of business.
Qualifications
5.02(a) The Member Societies in each of the five regions (i.e., Atlantic, Quebec, Ontario, Prairies, and British Columbia) shall elect three regional representatives who shall become Directors. These Directors shall hold office for a two year term. In addition, the Membership at the Annual General Meeting shall elect a President, who shall also be a Director. The term of the President shall be two years. Such elections need not be by ballot unless demanded.
(b)The Directors shall hold office, subject to the provisions of the by-law, until the dissolution or adjournment of the meeting at which their successor is elected.
Ex Officio Directors
5.03The Immediate Past-President shall be an ex officio Director for a one year term (amended by By-Law No. 4, June 10, 1984). There shall be an ex-officio Director appointed by the Healing Lodge for a two year term.
Re-Election
5.04Directors shall be eligible for re-election to the Board after expiry of their term of election or appointment; provided that if any Director holds office for six (6) or more consecutive year, such Director shall be ineligible for re-election to the board for the immediately succeeding year unless the members by resolution allow such person to be eligible for re-election.
Chair
5.05The Directors shall elect from among themselves a Chair, who may also be the President of the Association, and who shall preside at all meetings of the Board and shall exercise such other powers and authority and perform such other duties as the board may from time to time prescribe. The Directors shall also elect from among themselves a Vice-Chair who shall perform all the duties and have all the authority vested in the Chair in the absences or inability to act of the Chair.
Powers
5.06(a) The Board shall have full power and authority to manage and control the affairs and business of the Association.
(b) The Board may exercise all such powers of the Association as are not by the Act or by these by-laws required to be exercised by the members at general meetings.
(c) The Board shall have power to authorize expenditures on behalf of the Association from time to time and may delegate by resolution to an Officer or Officers of the Association to right to employ and to pay salaries to employees and to make expenditures for the purpose of furthering the objects of the Association.
Resignation
5.07(a) Any Director may resign by delivering a written designation to that effect to the President of the Association, or in the event of the President resigning, to a Vice-President. Such resignation shall take effect when received by the President or by the Vice-President, as the case may be.
(b)Should a Director give a verbal resignation only, the President or the Vice-President, as the case may be, shall confirm such resignation in writing to the Director delivered personally or sent by pre-paid mail, telegram, cable or facsimile to the resigning Director’s last known address. If the Director does not revoke her desire to resign in writing and deliver the same to the President or a Vice-President, as the case may be, within ten days of the President’s letter or the Vice-President’s letter, as the case may be, then the Director shall be deemed to have resigned.
Removal
5.08The members of the Association may remove any Director, including ex officio Directors, before the expiration of her term of office by a resolution passed by a majority of the votes cast at a Special General meeting of which notice specifying the intention to pas such resolution has been given.
Vacancies
5.09The office of Director shall ipso facto be vacated:
(i)if she shall resign her office;
(ii)if she is found to be a lunatic or becomes of unsound mind;
(iii)if she becomes bankrupt or suspends payment or compounds with her creditors;
(iv)on death;
provided that if any vacancy shall occur for any reason in this Section, or in Sections 5.08 or 5.09, it shall not impair the right of the remaining Directors to act. So long as the minimum number of Directors, as outlined in section 5.01 herein, remains in office, any vacancies from time to time occurring by reason of the above, of any increase in the number of the Board under the provisions of the Act, of death, of removal by resolution of the members, or otherwise, may be filled by decision of such Directors as remain in office, it always being provided that the Directors named to fill any vacancies shall, wherever possible, be representative of the geographical jurisdiction or otherwise of the vacating Directors. If there is not a minimum number of Directors, as outlined in Section 5.01 herein, in office, the remaining Directors shall forthwith call a Special General Meeting of members of the Association to fill the vacancy in accordance with Section 5.02 herein. A person appointed by such Directors as remain in office, or by the members of the Association at a Special General Meeting, to fill a vacancy in the Board shall hold office (subject to the Letters Patent and By-Laws) for the balance of the unexpired term of the vacating Director.
Meetings
5.10(a) Place and Time: Subject to any restrictions in the Act or the Letters Patent, meetings of the Board may be held at such place within Canada or outside Canada as the Directors may from time to time by resolution decide or as the Chair may direct.
(b) Convening: The Chair of the Board, the President or the Executive Director, (i) may at any time convene a Meeting of the Board; and (ii) The President shall, within twenty days after receipt of a request in writing of not less than six Directors convene a Meeting of the Board.
(c) An Annual Meeting: The outgoing Board shall have a meeting immediately prior to each Annual General Meeting of the Members of the Association. The incoming Board shall have a meeting immediately following each Annual General Meeting of the members of the Association. There shall be at least one additional regular meeting of the Board before holding another Annual General Meeting.
(d) Notice: Written notice of such meeting shall be given to each Director not less than ten days before the meeting is to take place. Provided however that meetings of the Board may be held at any time without formal notice being given if all the Directors are present, or if a quorum is present and those Directors who are absent either before or after the meeting signify their consent in writing delivered personally or sent by prepaid mail or by telegram or cable or facsimile to the holding of the meeting in their absence. Notice of any meeting or irregularities in any meeting or in the notice thereof may be waived by any Director.
(e) Attendance: No person shall be admitted to a meeting of the Board unless authorized by the Act or by the By-Laws of the Association or on the invitation of the Chair of the meeting or on the consent of the meeting.
Regular Meetings
5.11The Director 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 given to each Director forthwith after being passed and thereafter no other notice shall be required for any such regular meeting.
Voting
5.12Each Director is authorized to exercise one (1) vote. Unless otherwise specifically provided by the Act, by the Letters Patent or by the By-Laws all matters and questions arising at any meeting of the Board shall be decided by a majority of votes. In case of equality of votes, the resolution shall be deemed not to have attained a majority of votes and the Chair shall not have a second or casting vote. All votes shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chair that a matter has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number of proportion of votes recorded in favour of or against such matter.
For the Protection of Directors and Officers
5.13Except as otherwise provided in the Act, no Director or Officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or Employee or for any loss, damage or expense happening to the Association through the insufficiency or deficiency or title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director’s or Officer’s respective office or trust or in relation thereto unless the same shall happen by or through the Director’s or Officer’s own wilful neglect or default.
Indemnities to Directors and Others
5.14Every Director or Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or on behalf of any corporation controlled by the Association and their heirs, executors, administrators, and other personal representatives, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against,
(a)all cost, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commence or prosecuted against the Director, Officer or other person for or in respect of any act, deed, matter or thing whatever, made, done, or permitted by her, in or about the execution of the duties of such office or in respect of any such liability; and
(b)all other costs, charges or expenses which the Director, Officer or other person sustains or incurs in or about in relation to the affairs of the Association,
except such costs, charges or expenses as are occasioned by her own wilful neglect or default. The Association shall also indemnify any such person in such other circumstances as the Act or law permit or requires. Nothing in this By-Law shall limit the right of any person entitled to indemnify to claim indemnity apart from the provisions of the By-Law to the extent permitted by the Act or law.
Acts of Directors
5.15No proceeding of any Director or of the Board shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such proceeding or the qualification of such Director of Directors.
Acting on Auditor’s Reports
5.16Directors may rely upon the accuracy of any statement or report prepared by the Association’s auditors and shall not be responsible or held liable for any loss or damage resulting when acting upon such statement or report
Reports
5.17(a) The Board shall receive the report and recommendations of its committees and may in its absolute discretion transmit such reports and recommendations, or parts only, with further comments and recommendations of the Board, to any meeting of the members.
(b) The Board shall, through Chair, lay before the members at the Annual General Meeting a report of the operations and activities of the Association during the preceding twelve (12) months.
(c)The Board shall, through the Treasurer, lay before the members at the Annual General Meeting, a report of the financial status of the Association including financial statements, budget estimates and the Auditors’ Report, if available.
Powers and Duties
5.18(a) The Board may administer the affairs of the Association in all things and make or cause to be made for the Association, it its name, and kind of contract with the Association may lawfully enter into and, generally, may exercise all such powers and so all such other acts and things as the Association is by the Act, its Letters Patent or otherwise authorized to exercise and do.
(b)The Board shall be under a duty to promote the interests of the Association and to ensure its effective management.
(c)The Board shall take such steps as it may deem requisite to enable the Association to receive donations and benefits for the purpose of furthering the objectives of the Association.
Rules and Regulations
5.19The Board may prescribe such rules and regulations not inconsistent with the By-Laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next Annual General Meeting of the members of the Association when they shall be confirmed, and in default of confirmation at such Annual General Meeting of members shall, at and from that time, cease to have force and effect.
Remuneration and Expenses
5.20(a) The Directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office.
(b) The Board may by resolution allow the payment of reasonable expenses to any Director for attendance at any meeting of the Board.
Interested Director Contracts and Conflict of Interest
5.21A Director who is in any way directly of indirectly interested in a contract of proposed contract with the Association shall disclose her interest as soon as possible as required by the Act and except as provided by the Act, no such Director shall vote on any resolution to approve any such contract. In supplement of and not by way of limitation upon any rights conferred upon directors by section 98 of the Canada Corporations Act, R.S.C. 1970, c. C-32, as amended from time to time, it is declared that the issue of such conflict shall be discussed by the CAEFS Board of Directors, at which time the appropriate action shall be taken.
SECTION SIX – Officers
Officers
6.01The Directors shall elect and appoint from among themselves at the first meeting of the Board held immediately following the Annual General Meeting of Members one or more Vice-Presidents, Treasurer and Secretary, who shall be the Officers of the Association. One person may hold more than one office. Subject to Section 6.05 the Officers shall hold office until the dissolution of the meeting at which their respective successors are elected or appointed. Any office which is not filled at such meeting may be filled at any later meeting of the Board.
Executive Director
6.02The Board shall also appoint as an Officer, an Executive Director, who shall not be a designated regional representative from a member society
Other Officers
6.03(a) The Immediate Past-President shall be an ex officio officer of the Association.
(b) The Board may from time to time appoint such other officers and agents as it shall deem necessary and who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board. The other Officers so appointed may but need not be Directors and/or designated regional representatives of member societies. One person may hold more than one office.
Remuneration
6.04The Board may fix the terms of employment, duties and remuneration of the Officers and employees of the Association or may delegate part of such responsibility to the Executive Director. Any office, agent, servant or employee of the Association may receive such remuneration as may be determined notwithstanding the fact that she is a Director or a designated regional representative of members of the Association, provided that any such above-mentioned remuneration shall be payable only for services rendered to, or expenses incurred on behalf of, the Association.