What are by-laws? 

The by-laws are the procedural and technical rules of the corporation that describe how its affairs are to be conducted. In other words, how the general business of the corporation is to be carried out. The by-laws often include:

  1. The procedures to be followed when making certain decisions (example: electing the board of directors).
  2. The duties and responsibilities of the officers and directors (e.g., President, Secretary).
  3. General housekeeping matters including such things as when meetings are held, voting procedures, books and record of the corporation.

 


 

Definitions and Interpretation

1. In these by-laws unless otherwise required, the expression:

"act" means the Corporations Act, R.S.O. 1990, chap. C.38 as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any reference in these by-laws of the corporation to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes.

"associate member" means a family member whose family includes a paid employee; due to conflict of interest, associate members are not afforded all of the privileges of family membership

"board" means the governing body of the corporation, elected by its members;

"business day" means a day which is not (i) a Saturday or a Sunday; or (ii) a day observed as a holiday under the laws of the Province of Ontario or the federal laws of Canada applicable therein

"community member" means a person supporting the objectives and philosophies of the corporation but who does not have a child(ren) registered with the corporation;

"corporation" means Owl Child Care Services of Ontario;

"director" means a person appointed or elected to sit on the board that manages the affairs of the corporation;

"family member" means a family who has a child(ren) registered with the corporation and whose fees have been paid;

"officer" means a person elected to hold an office of the corporation, or appointed by the board to manage the daily operations of the corporation, including but not limited to, president, president-elect, treasurer, secretary;

"past-president" means the immediate past-president who remains active on the board.

"regulations" means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefore and, in the case of such substitution, any references in these by-laws of the corporation to provisions of the regulations shall be read as references to the substituted provisions therefore in the new regulations.


Interpretation

2. In these by-laws, unless the context requires otherwise, words importing the singular number or masculine gender include the plural or feminine gender, as the case may be and vice versa, and references to persons shall include firms and corporations.

Head Office

3. The head office of the corporation shall be in the Regional Municipality of Waterloo in the Province of Ontario at such place as the directors may from time to time determine.

Seal

4. The seal, an impression of which is affixed hereto, shall be the corporate seal of the corporation and shall reside in the head office.

Objects

5. The aims and objectives of the corporation as described in the Letters Patent as amended from time to time.

Board of Directors

6. The affairs of the corporation shall be managed by a board of fifteen (15) directors with a minimum of one director representing each child care centre. Each director shall be elected to hold office until the second annual general meeting after he or she shall have been elected, until his or her successor shall have been duly elected, or as described under Articles 20, 21, and 22 (Vacancies).

7. Rotating appointments: In 'year one' up to eight directors shall be up for election. In 'year two' the remaining directors shall be up for election. An interim appointment shall be held until the position's scheduled election.

8. The Board is accountable to the members and shall fulfill the governance role. Only the Board can establish governing policy to provide direction for the organization. To do this, it takes into account the mission, values, beliefs and guiding principles and the objects under which Owl was incorporated. Generally, the board may exercise all such other powers and do all such other acts and things as the corporation is by its Letters Patent and Supplementary Letters Patent or otherwise may be authorized to exercise and do.

9. Without in any way derogating from the foregoing, the board is expressly empowered from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of lands, buildings and other property, moveable or immovable, real or personal or any right or interest therein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable and to refuse membership applications.

Quorum

10. Unless the letters patent, supplementary letters patent or a special resolution otherwise provides, a majority of the board of directors constitutes a quorum, but in no case shall a quorum be less than six directors.

11. If the number of Directors at a meeting falls below quorum, there can be no further transaction of business (i.e.: motions passed) until a quorum is again present except to set the date of the next meeting.

12. As long as there is a quorum of directors in office, any vacancy occurring in the board of directors may be filled for the remainder of the term by the directors then in office.

13. Whenever there is not a quorum of directors in office, the director or directors then in office shall forthwith call a general meeting of the members to fill the vacancies, and, in default or if there are no directors then in office, the meeting may be called by any member.

Meetings

14. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine.

15. A meeting of the board of directors shall be convened by the secretary at the request of the president, or in his or her absence by the president-elect, or at the written request of three members of the board of directors, at such time and place as may be fixed in the notice convening the meeting. At least seven days' notice shall be given to each member of the board. A meeting of the board of directors may be held immediately following the annual general meeting without notice, notwithstanding that one or more members of the board may not be present at the annual general meeting.

16. The board of directors may appoint a day(s) in any month(s) for regular meetings at a specified hour in which case no notice need be sent.

17. If a quorum of the directors consent, a meeting of the board of directors may be held by electronic communication as permit all persons participating in the meeting to communicate with each other simultaneously and a director participating in such a meeting by such means is deemed for the purposes of the by-laws to be present at that meeting.

Errors in Notice

18. No error or omission in giving notice for a meeting of directors shall invalidate such meeting or any proceeding taking place thereat.

Voting (Directors)

19. The chair of any meeting of directors shall be the president and in his or her absence the president-elect, secretary or other officer. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of equality of votes, the chair, in addition to his or her original vote, shall have a second or casting vote.

20. A member of the board of directors may by written proxy appoint a person to attend and vote for him or her at any meeting of the board. Such appointee shall be a member of the board of directors.

21. All votes at any meeting of the board of directors shall be recorded by assent or dissent or abstention; or if a demand be made by any director present, the votes shall be taken by secret ballot and the results thereof tallied and announced. A declaration by the chair that a motion has been carried and an entry to that effect in the minutes shall be admissible as prima facie proof of the fact without recording the number or proportion of the votes recorded in favour of or against such motion. A director may request the secretary to specify in the minutes the manner in which said director voted or abstained.

Officers and their Duties

22. The officers of the corporation shall be the president, the president-elect, the treasurer and the secretary and such other officers as the board of directors may determine from time to time. Officers as may be determined pursuant to this by-law shall be appointed by the board of directors from among their number at the first meeting of the board after the annual general meeting, provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected.

President and President-elect

23. The president shall, when present, preside at all meetings of the members of the corporation and the board of directors. The president shall represent the board of directors in creating the corporation's strategic plans in accordance with the corporation's mission. During the absence or incapacity of the president, his or her duties shall be exercised by the president-elect, and if the president-elect exercises any such duty or power, the absence or incapacity of the president shall be presumed with reference thereto.

24. The president shall serve as a member ex-officio of any and all committees of the corporation.

25. In addition to all other functions served by the president-elect, he or she shall be a member of the governance committee.

Secretary

26. The secretary shall be the clerk of the board of directors. The secretary maintains records of the board and ensures effective management of organization's records. The secretary shall record all facts and minutes of all proceedings. The secretary shall perform such other duties as may from time to time be determined by the board of directors.

Treasurer

27. The Treasurer is a member of the Board and appointed from within the Board's membership. The Treasurer has the ability to read, understand, interpret and analyze financial statements.

28. The Treasurer provides leadership to and chairs meetings of the Finance and Audit Committee and acts as a liaison between the Finance and Audit Committee and the Board. In co-operation with the Executive Director and Controller, the Treasurer ensures appropriate financial reports are made available to the Board in a timely manner. The Treasurer with the Finance and Audit Committee, manages the Board's review of, and action related to, the Board's financial responsibilities. The treasurer shall also perform such other duties as may be determined by the board of directors.

Duties of Other Officers

29. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

Execution of Contracts and Other Documents

30. Contracts, agreements and instruments in writing, beyond those covered by Board policies, must be approved by the executive director and an elected officer of the board.

Books and Records

31. 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.

Committees and Task Groups of the Board

32. The board establishes committees and task groups and, through Terms of Reference, directs specific activities and reporting requirements.

Standing Committees

33.The standing committees of the board must be:

  • The finance and audit committee
  • The nominating committee
  • The governance committee

Finance and Audit Committee

34. The finance and audit committee reports to the board on whether legislative reporting requirements are being met and whether the recording of assets and liabilities is accurate and in accordance with generally accepted accounting principles and practices.

Nominating Committee

35. The nominating committee ensures that qualified individuals are brought forward for election to the board, appointment to the position of officers, and other duties as assigned in the Terms of Reference.

Governance Committee

36. The governance committee provides support and recommendations to the Board in the areas of By-Laws, Governance Policy, Strategic Planning, Board & Committee Assessment, Advocacy, Process Improvement, Risk Management and Policy/Legislation Compliance.

Nominations

37. The nominating committee shall be responsible for the preparation of a recommended slate of nominations for the board. The nominating committee will make an annual call for applications to the Board. Applicants may be identified by the nominating committee or may apply individually in the manner prescribed by the board.

38. No director who has served a term for four (4) consecutive years shall be eligible for re-election without the recommendation of the nominating committee and provided that no more than seven (7) elected directors have served six (6) consecutive years or longer.

39. An employee of the corporation is not eligible to stand for election to the board.

Election of Directors of the Corporation

40. The most qualified applicants, as determined by the Nominating Committee, shall be included on the slate. The Nominating Committee shall present the slate to the board at least seven (7) days before the final meeting of the board before the annual general meeting. The slate of nominations shall be presented to the membership at least fifteen (15) days prior to the annual general meeting.

41. An election will be conducted in accordance with procedures prescribed by the Board. The procedures will be available to the membership.

Resignation

43. A director who is absent for three (3) or more board meetings in any twelve (12) month period may, at the discretion of the board, be deemed to have resigned from the board and shall be removed as a director before the expiration of his or her term.

Removal

44. A director may be removed from office before the expiration of her term by a two-thirds majority vote of Directors present at a special meeting of directors duly convened for that purpose. A meeting for this purpose may be called only with the knowledge of the Director concerned.

45. Members of the corporation may remove any director from the board prior to the expiration of his or her term subject to the following conditions: At a members' meeting, with notice in accordance with the annual general meeting public notice criteria, and with two thirds of the votes cast by eligible voting members. The eligible voting members may by a majority of votes elect any person in their stead for the remainder of the term.

Vacancies on the Board

46. The board may appoint any member of the corporation to complete the term of any elected director who ceases to be a director by death, resignation or other means. The vacancy may be filled by the remaining directors at their discretion from among eligible members. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.

Remuneration of Directors

47. The directors shall receive no remuneration for so acting.

Conflict of Interest

48. A conflict of interest occurs when a member or director participates in discussion or decision-making about a matter, which may benefit that member or director, regardless of the size or quantum of the benefit. The conflict may also arise in a direct or indirect benefit flowing to a spouse, family member or other person with whom the member or director has a close and personal relationship.

49. It is the duty of every director who is in any way, directly or indirectly, interested in a contract or arrangement with the corporation to declare the nature and extent of such interest, in the manner and at the time required by the Corporations Act and to refrain from voting in respect of the contract or arrangement for the proposed contract or arrangement. Where a disinterested quorum cannot be obtained, a contract may be confirmed by a majority of votes cast at a meeting of the board called for that purpose.

Professional Assistance

50. The board of directors may employ such legal, secretarial or other assistance as it may require.

Annual and Other General Meetings

51. The annual or other general meeting of the members shall be held at such place or places as may be determined by the board of directors from time to time.

52. Twenty (20) members in good standing shall form a quorum for the transaction of business and any action taken by a majority of those members present at a meeting at which a quorum is present shall constitute the action of the membership. A member may, by written proxy, appoint an individual to vote for him or her at any annual or other meeting of the members.

53. All votes at any meeting of the membership shall be a voice vote unless a ballot vote is specifically requested by any member present.. All vote results shall be recorded and entered into the minutes. A declaration by the chair that a resolution has been carried or defeated and an entry to that effect in the minutes shall be admissible as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the event of a tie, the chair shall have the casting vote, in addition to his or her own vote as a member.

54. At every annual meeting, in addition to any other business that may be transacted, the report of the directors', the financial statement and the report of the accountants shall be presented.

55. The board of directors, president or president-elect shall have the power to call at any time a general meeting of the members. Upon the request in writing of ten (10) members, the president shall call a general meeting of members within thirty (30) days of the written request. Public notice or advertisement of member's meetings, annual or general, shall be given to each member at least fifteen (15) days prior to the date fixed for such meeting. Members' meetings may be held at any time and place without such notice if all the members are present thereat and at such meeting any business may be transacted.

56. An auditor for the corporation shall be appointed every year.

Use of Name

57. No member or director shall use the name of the corporation on letterheads or in any circulars or other advertising or publicity matter, except to the extent and in such form as may be authorized by board of directors.

58. No liability shall be incurred in the name of the corporation by any member, director, officer or committee without the authority of the board of directors.

Duty of Care

59. Every director or officer in exercising his or her powers shall act honestly and in good faith in the best interests of the corporation and exercise the care diligence and skill of a reasonably prudent person.

Liability

60. Except as otherwise provided for in the Act, no person who is, shall be or has been a member of the board, an officer of the corporation, an employee of the corporation, or a member of any task group, committee or sub-committee of the corporation, , or his or her heirs, executors, administrators, assigns, estate and effects, respectively, shall be liable for the acts, receipts, neglects or defaults of any other such director, ,officer, employee or person or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or position or in relation thereto unless the same are occasioned by his or her own wilful neglect or default.

Indemnification

61. Each person who is, shall be or has been a member of the board, an officer of the corporation, an employee of the corporation or a member of any task group, committee or sub-committee of the corporation, and his or her heirs, executors, administrators, assigns, estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the corporation, from and against:

a. all costs, charges, damages, judgment and expenses whatsoever that such , director, officer, employee or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her in or about the execution of his or her office or position; and b. all other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs of the corporation, the board or any task group, committee or sub-committee of the corporation; except such costs, charges, damages and expenses as are occasioned by his or her own wilful neglect or default.

62. The corporation shall also indemnify such persons in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the rights of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law to the extent permitted by the Act or law.

Insurance

63. The corporation shall purchase and maintain insurance for the benefit of the directors, officers, or persons who act or acted at the corporation's request as a director or officer of a corporate body of which the corporation is or was a shareholder or creditor and his or her heirs, executors, administrators, assigns, estate or effects against any liability incurred in his or her capacity as a director or officer unless liability is occasioned by his or her own wilful neglect or default.

Membership Classes

64. Each Membership in the corporation shall be classified as one of the following:

  • Family Members
  • Community Members
  • Associate Members

Family Members:

65. Family members shall obtain membership upon registration with the corporation and payment of the fees. Membership shall continue so long as at least one child is registered with the corporation.

66. Family members, except associate members, shall be eligible to stand for election to the board of directors.

67. Family members, except associate members, shall have the right to vote at annual general meetings of the corporation. One vote is assigned for each family.

Community Members:

68. Community members shall obtain membership upon approval of the board of directors. Membership shall continue as long as the person continues to actively support the objectives and philosophies of the corporation.

69. Community members shall be eligible to stand for election to the board of directors. Community members shall be eligible for appointment to the board of directors.

70. Community members shall not have the right to vote at annual general meetings of the corporation. Exception: community members who are also directors of the organization shall have one vote.

Associate Members:

71. Associate members are a sub-set of Family Members whose family includes a paid employee.

72. Associate members obtain membership upon registration with the corporation and payment of the fees. Membership shall continue so long as at least one child is registered with the corporation.

73. Associate members shall not be eligible to stand for election to the board of directors. Associate members shall not sit on any committee unless approved by the board of directors.

74. Associate members shall not have the right to vote at annual general meetings save and except for child care issues as determined by the board of directors.

Members in Good Standing

75. A member in good standing is a person(s) who is current with all fees, if fees are applicable.

76. The organization, in its sole discretion, may suspend any member not in good standing. Suspended members shall not have a vote. Membership of suspended members shall be re-instated upon return to the status of 'member in good standing'.

77. Members may terminate their membership by written resignation. Termination shall be effective upon receipt at head office.

Financial Year

78. The financial year of the corporation shall be from January 1 to December 31, unless otherwise determined by the board of directors.

Banking Authority

79. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by two (2) officers, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. Any one (1) of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation's bankers for the credit of the corporation.

80. Any one (1) 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 or settlement of balances and release or verification slips.

Investments and Investment Guidelines

81. The Board will establish and may, from time to time, amend written investment guidelines, setting forth the Investment Policy of the corporation on such terms as the Board in its discretion deems advisable for the purposes of maintaining security of capital and optimizing return on investment. The securities of the corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the corporation signed by any two officers, or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

Notice

82. Any notice or other communication or document required by the Act, the Regulations, the Letters Patent, Supplementary Letters Patent, these by-laws or otherwise to be given, sent, delivered or served to a member, director, officer or auditor shall be sufficiently given if delivered personally, through a childcare centre, or sent by prepaid mail, a current portable document format e-mail attachment or facsimile to any such person at their latest address/e-mail address/facsimile number as shown in the records of the corporation and to the auditor at its business address/e-mail address/facsimile number, or if no address/e-mail address/facsimile number be given therein then to the latest address/e-mail address/facsimile number of such person known to the corporation; 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. A notice so delivered shall be deemed to have been given when it is delivered personally, or at the recorded address as aforesaid, or provided within the child care centre; a notice so mailed shall be deemed to have been given three days after deposit into a post office, or public letter box; and a notice sent via facsimile transmission or a current portable document format e-mail attachment shall be deemed to be received on the date of transmission unless sent on a day which is not a business day or after 5:00 p.m. (local time) on a business day, in which case it shall be deemed to have been received on the next business day following the day of such transmission.

83. With respect to every notice or other document sent by post it shall be sufficient to prove that the envelope containing the notice or other communication or document was properly addressed as provided above and put into a Post Office or into a letter box.

84. The corporation may change or cause to be changed the recorded address for any member, director, officer or auditor in accordance with any information believed by him or her to be reliable.

85. The signature of any director, officer including the Executive Director, to any notice, communication or document to be given by the corporation may be written, stamped, typewritten, electronic or any combination of the foregoing.

Computation of Time

86. Unless otherwise specified (e.g.: in the case of "business days" etc.) any reference in these by-laws to "days" shall mean calendar days.

Amendments to this by-law

87. Amendments to the by-law will be first approved by the board of directors and then posted at each centre for a period of fifteen (15) days. Members stating their concerns must do so in writing giving examples, and suggest revisions prior to the end of the fifteen (15) day period.

88. No amendment to this by-law shall be valid unless passed at a meeting of the board of directors and until ratified at a general meeting of the corporation.

 


 

Passed at the annual general meeting and sealed with the corporate seal this 13th day of April, 2011.

 

 

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