A By-Law Relating Generally to the Transaction of the Business Affairs of Home and Community
BY-LAW NO. 1 A
A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AFFAIRS OF HOME AND COMMUNITY SUPPORT SERVICES OF GREY- BRUCE.
BE IT ENACTED and it is hereby enacted as a by-law of HOME AND COMMUNITY SUPPORT SERVICES of GREY-BRUCE (hereinafter called the “Corporation”) as follows:
1PREAMBLE:
The purpose of the Corporation is to manage and deliver approved programs and support services for eligible adults within Grey and Bruce Counties and the City of Owen Sound. These services are provided to assist those residents in their daily lives. Such services may include: social and non-urgent medical transportation services; Meals on Wheels and other meal services including Congregate Dining; support services for family caregivers; Adult Day programs, Overnight Relief, Home Help/Housekeeping, Friendly Visiting. Service delivery is coordinated and/or provided in communities by qualified staff and/or local volunteers.
2PROCEDURES:
Any questions or procedure at or for any meetings of the Corporation, of the Board, or of any Committee, which have not been provided for in these by-laws or by The Corporations Act, shall be determined by the Chairman in accordance with parliamentary procedure.
3INTERPRETATION:
In this by-law and in all other by-laws of the Corporation hereafter passed unless the context otherwise required, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa and references to persons shall include firms and Corporation.
In this by-law and all other by-laws and special resolutions of the Corporation, unless the context otherwise requires:
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“Act” means the Corporation, R.S.O. 1990 c.c.38 as amended and any statute in substitution therefore, from time to time.
“Adults with physical disabilities” means a person eighteen (18) years of age or older with physical disabilities and who is normally a resident of the Counties of Grey, Bruce or the City of Owen Sound;
“Board” means the Board of Directors of the said Corporation;
“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;
“Citizen at Large” means a person eighteen (18) years of age or older who is normally a resident of the Counties of Grey, Bruce or the City of Owen Sound;
“Consumer” means a person who is normally a resident of the Counties of Grey, Bruce or the City of Owen Sound and is a current potential user of the services of the Corporation and is not a provider as defined herein;
“Corporation” means the company incorporated as a Corporation without share capital under the Act, by Letters Patent dated August 13th, 1992 and named HOME AND COMMUNITY SUPPORT SERVICES OF GREY BRUCE;
“Director” means a member of the Board of Directors;
“Executive Director” means the Chief Executive Officer of the Corporation who is an employee of the Corporation;
“Letters Patent” means the Letters Patent incorporating the Corporation, as from time to time amended and supplemented by Supplementary Letters Patent;
“Meetings of Members” includes annual meeting of the Corporation and special meetings of the members;
“Member” means a member of the HOME AND COMMUNITY SUPPORT SERVICES OF GREY BRUCE;
“Provider” means a person who is employed for monetary benefit in the management and/or delivery of services for seniors and/or adults with physical disabilities.
“Senior Citizen” means a person of sixty-five (65) years of age or older and is normally a resident of the Counties of Grey, Bruce or the City of Owen Sound.
4MEMBERS OF THE CORPORATION
4.1Qualifications:
a)A person over the age of 18 years, who is ordinarily a resident of the Counties of Grey, Bruce or the City of Owen Sound and who pays a yearly membership fee as determined by resolution of the Board of Directors from time to time. The Membership fee shall be paid forty-five (45) calendar days prior to the annual meeting for a new member of the Corporation, and may be paid immediately prior to the annual meeting for previous members of the Corporation.
b)Persons appointed annually as honorary members shall not be subject to the payment of membership fees and shall not be entitled to vote.
c)A member who pays the membership fee in accordance with Section 4 (a) shall be entitled to vote at any membership meetings of the Corporation and shall on request be entitled to receive a copy of the Annual Report of the Corporation during the next ensuing year from the date of payment.
4.2Term of Membership:
The interest of a member of the Corporation is not transferable and ceases to exist upon his death and when he ceased to be a member by resignation or otherwise, in accordance with the by-laws of the Corporation.
4.3Resignation:
Members may resign in writing, which resignation shall be effective upon any date or time on or after the execution of the instrument.
4.4Removal:
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 my re-apply for membership in the Corporation.
5CORPORATION MEETINGS:
5.1Annual Meetings:
The Annual Meetings of the Corporation shall be held between the 1st day of June and the 30th day of June in each year on a date and time as determined by the Board.
5.2Special Meetings:
(a)The Chairman of the Board may call a special meeting of the Corporation.
(b)If twenty (20%) percent of the members of the Corporation so requests in writing, the Secretary of the Board shall call a special meeting of the Corporation.
(c)Notice of a special meeting shall be sufficiently given in the same manner as provided in Section 6.2 and shall state the purposes for which it is called.
5.3Adjourned Meeting:
If within one half (1/2) hour after the time appointed for a meeting of the Corporation, a quorum is not present, the meeting shall stand adjourned by the Board.
6CORPORATION NOTICES:
6.1Annual Meeting:
The following shall be the formal notices of the Corporation to be given annually. The Secretary shall cause to be published at least once in the daily newspaper having circulations throughout Bruce and GreyCounties the following:
a)A notice to inform the membership of the date, time and place of the annual meeting, and further,
b)Such notice shall include the current membership fees as established by the Board, and the requirement of renewal of membership no later than prior to the commencement of the annual meeting in order to exercise the right to vote and a minimum of forty-five (45) days prior to the annual meeting for the purchase of membership for new members, and further,
c)A notice calling for the election of Directors to the Board for the following term, and, for the directors to be elected for any other vacant position, and further,
d)A notice calling for nominations for Directors to be elected to the Board for the following term and for Directors to be elected to any other vacant position, such nominations to be forwarded to the office of the Executive Director up to 16:00 hours of the last day named for such nominations. Duration of receipt of nominations shall be no less than twenty-one (21) calendar days and all nominations received after that time and date shall be considered null and void. No person shall be nominated from the floor for Director at the annual meeting, and further,
e)No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or make void any proceedings taken or had at such meeting.
6.2Special Meetings:
Notice of a special meeting of the corporation shall be given either by mail to members of the corporation at least ten (10) days in advance of such meeting or by publication one (1) week preceding such meeting in a daily newspaper having circulation throughout Grey and BruceCounties.
6.3Adjourned Meetings:
At least three ( 3) days notice of the adjourned meeting shall be given by publication in the newspaper circulated throughout Grey and BruceCounties.
6.4Waiver of Notice:
Any member (or his duly appointed proxy), Director, officer or auditor may waive any notice required to be given to him under any provisions of the Act, the letters patent, the by-laws or otherwise and such waiver, whether given before or at the meeting or other such event of which notice is required to be given, shall cure any default in giving such notice.
7.CORPORATION BUSINESS:
The business transacted at the Annual Meeting of the Corporation shall be as determined by the law of the Province of Ontario and from time to time by the Board of Directors.
7.1Annual Meeting:
The Corporation shall at its Annual Meeting:
a)Receive the Annual Report of the Board of Directors for the financial year just completed. The financial year of the Corporation shall be inclusive of April 1st and March 31st of the succeeding year.
b)Elect Directors to the Board of Directors for the following term and to fill any other vacant Director positions;
c)Appoint an auditor who shall not be a member of the Board or an Officer or employee of the Corporation or a partner or employee of any such persons, and who is a Chartered Accountant and duly licensed under the provisions of The Public Accountancy Act, to hold office until the next Annual Meeting of the Corporation.
The auditor shall have all rights and privileges as set out in The Corporations Act of Ontario and shall perform the audit function as prescribed therein.
In addition to making his report at the Annual Meeting of the Corporation, the auditor shall from time to time report to the Board on his work, making any recommendations he considers necessary.
d)Consider any other business of which notice has been given in the Notice of Annual Meeting;
7.2Special Meetings:
Only those items of business set forth in the Notice of the Special Meeting shall be dealt with at the Special Meeting.
7.3Adjourned Meetings:
Only those items of business set forth in the agenda of the adjourned meeting shall be dealt with at the meeting which had been adjourned.
- CHAIRMAN (Corporation Meetings):
The Chairman of a meeting of the Corporation shall be:
a)The Chairman of the Board;
b)The Vice-Chairman of the Board, if the Chairman is absent;
c)In the absence of the Chairman and Vice-Chairman, a member elected by the Directors present.
- QUORUM OF MEETING OF THE CORPORATION:
Fifty percent plus one members at an annual or special meeting of the Corporation shall constitute a quorum.
- VOTING, MEMBERS MEETINGS:
At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any member.
Upon a show of hands, every member having voting rights shall have one vote, and, unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number of proportion of the votes accorded in favour of or against such resolution.
The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present in person or by a proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the Corporation. In case of an equality of votes at any general meeting, the question shall be deemed defeated.
11.PROXY:
At a meeting of members a proxy, duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him, the same voting rights that the member appointing him would be entitled to exercise if present at the meeting. A proxy need not be a member. An instrument appointing a proxy shall be valid and acted on only if deposited with the Secretary of the Corporation at least one hundred and twenty (120) hours prior to the time of the voting or as may be directed in the notice calling the meeting.
12.THE BOARD OF DIRECTORS:
12.1Authority:
The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands buildings and other property, movable or immovable, real or personal, or any right interest therein owned by the Corporation, for such consideration, and upon such terms and conditions as they may deem advisable.
12.2Remuneration:
The Directors shall receive no remuneration for such duties, but shall be entitled to be paid reasonable expenses properly incurred by them in undertaking tasks designated by the Board of Directors.
13.DIRECTORS:
13.1Number of Directors:
The affairs of the Corporation shall be managed by a minimum of ten (10) Board Directors that shall be elected who are residents of the Counties of Grey, Bruce or the City of Owen Sound and who represent one of the following categories:
a)Clients/Caregivers
b)Providers
c)Citizens with an interest in community services and applicable business, financial, human resources or information technology experience .
The intent is to achieve a balance of members who represent the foregoing categories so that each category will be ensured of input. Ideally the Board of Directors should be composed of representatives of each category and of all geographic areas.
13.2Qualifications:
No person shall qualify as a Director unless he shall be eighteen (18) or more years of age at the time of his election, and throughout his term of office be a member of the Corporation and he shall not be employed by the Corporation, or have a spouse, child, parent, sister or brother employed by the Corporation. No person who has an undischarged bankruptcy shall qualify as a Director.
13.3Term:
No person shall be elected or appointed as a Director for more terms than will constitute six (6) consecutive years of service, provided, however, that following a break in the continuous services of at least one (1) year, the same person may be re-elected or re-appointed as a Director. No Director shall serve in the position of Chairman, Vice-Chairman, Secretary or Treasurer of the Board for more than three (3) consecutive years in the same position. However, following a break in the continuous service of holding of office of the same position for at least one (1) year, the same person may be re-elected to the same office.
13.4Nominations:
a)The Board shall appoint a committee each year to recommend nominations for Directors for any vacant position on the Board.
b)Subject to Section 13.2, any person who is eligible for membership in the Corporation shall be eligible for election as a Director of the Corporation.
c)All nominations must be in writing and be endorsed by one other person who holds a current membership in the Corporation. All nominations received shall include a signed Consent of the nominee to stand for election to the Board of Directors.
13.5Elections
Elections shall be held at the annual meeting of the Corporation. As established at the annual meeting in 1996, all Directors will be elected for a term of three (3) years and each year, four (4) Directors will retire and four (4) new Directors will be elected or re-elected at the annual meeting of the Corporation. The election shall be by a show of hands or by secret ballot if demanded by any member.
In the event there is only one (1) nomination for any one (1) category of membership on the Board of Directors (see Section 13.1), the nominee may be elected as a Director by acclamation at the Annual Meeting.
In the event there is no nomination for any one category of Director as described in Section 13.1 hereof, the Board of Directors may determine the Director to represent such category until the next annual meeting at which time the position shall be declared vacant for the next annual election of Directors.
In the event there is more than one (1) nomination for any one (1) vacancy of the Board of Directors, then immediately following the close of nominations, the Secretary shall provide sufficient number of ballots for the purpose of the election. The Secretary shall also ensure that a list of all such nominees is available at the Annual Meeting of the Corporation.
13.6Removal of Directors for Cause:
The members of the Corporation may, by resolution passed by at least two thirds (2/3) of the members present at a meeting of which notice specifying the intention to pass such resolution has been given, remove any Director, for cause, before the expiration of his/her term of office, and may by a majority of the votes cast at the meeting, elect any person qualified for the remainder of the term. If an elected member of the Board of Directors misses three (3) consecutive regular meetings of the Board or misses four (4) meetings of the Board in any fiscal year, without just cause, he or she may be formally removed as a member of the Board.
13.7Vacating of Directorship:
A Director shall vacate his position with the Corporation 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 declaring him as a mentally incompetent person;
c)If he ceases to be qualified as provided in Section 13.1 and 13.2;
d)If he is removed from office by resolution of the members as provided in Section 13.6;
e)If by notice in writing to the Corporation, he resigns his position in accordance with Section 4.3.
13.8Filling Vacancies:
Vacancies on the Board may be filled for the remainder of the term either by the members of the Corporation at a general meeting called for this purpose or by the Board, if the remaining Directors constitute a quorum.