By-law No. 1 for Glencoe District High School Alumni and Friends Association
1.1 In this By-Law of the Association unless the context otherwise requires:
- the “singular” includes the plural;
- “Board” means Board of Directors of the Association;
- “Association” means Glencoe District High School Alumni and Friends Association;
- “Corporations Act” means the Corporations Act, R.S.O. 1980, chapter 89, and any statute amending or enacted in substitution therefore, from time to time;
- “Documents” includes deeds, mortgages, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writing;
- “G.D.H.S. Alumni” includes all former students, teachers and support staff of Glencoe District High School and all the schools that were amalgamated into Glencoe District High School in 1952.
- “Friends” includes all those who support Glencoe District High School but who may not qualify as “G.D.H.S. Alumni”.
1.2 All terms defined in the Ontario Corporations Act have the same meanings in this By-Law and all other By-Laws and Resolutions of the Association.
2.0 HEAD OFFICE
The Association’s head office shall be maintained at 3581 Concession Drive, Glencoe, N0L 1M0, in the Municipality of Southwest Middlesex, Province of Ontario, or at a location to be determined by the Board of Directors from time to time.
The Association may, but need not, have a corporate seal; if adopted, the seal shall be in the form approved from time to time by the board.
4.1 Membership in the Association shall consist of such persons as are admitted as members by the Board.
4.2 Classes. There shall be two classes of membership in the Association:
- Ordinary Members, and
- Honourary Members.
4.3 Entitlement. Membership in the Association shall be available only to persons interested in furthering the Association’s purposes and who have applied for and been accepted into membership in the Association by resolution of the Board or in such other manner as may be determined by the board.
4.4 A. Ordinary Member. An Ordinary Member may be either an alumnus or friend and is entitled to all privileges of membership including the right to vote at meetings and the right to be elected as a director.
B. Honourary Members. From time to time, the Board may admit for life or lesser term without payment of any fee, an Honorary Member. This is a member or non-member who, in the opinion of the Board, has made an outstanding contribution to the development of the Association.
4.5 Voting Classes. Only members who are Ordinary Members shall be entitled to vote in any proceedings of the Association.
4.6 Holding Office. Only members who are Ordinary Members shall be qualified to hold office in the Association as a Director.
4.7 Transfer of Membership. Membership in the Association is not transferable.
4.8 Termination of Membership.
A membership in the Association automatically terminates if:
A. the person, in writing, resigns as a member of the Association;
B. the member dies;
C. a person is expelled from the pursuant to Section 4.8; or
D. dues remain unpaid for more than sixty (60) days after notice of the assessment has been given to the member.
Any member may be expelled from the Association for cause by a two-thirds (2/3) vote taken by ballot of the members present and eligible to vote at an annual or other general meeting of members.
Any member may withdraw from the Association by delivering a written resignation to the secretary or chairperson of the board. In such an event, the member will not be entitled to any refund of membership fees or rebates at the time of such resignation.
4.10 Membership Dues. All members, except Honourary Members shall pay dues. The Board of Directors shall determine dues and the time of payment.
4.11 Responsibility of Members. Members are responsible for keeping the membership committee informed of changes in their membership status and changes in address, phone number and email address.
4.12 Liability of Members. Members shall not be held answerable or responsible for any act, default, obligation or liability of the Association or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Association.
5.0 Meetings of the Members
5.1 Annual Meeting. The annual meeting of the members shall be held each year within Ontario, at a time, place and date determined by the Board, for the purpose of:
A. hearing and receiving the reports and statements required by the Corporations Act;
B. electing Directors;
C. appointing the auditor;
D. authorizing the Board to fix the auditor’s remuneration; and
E. the transaction of any other business properly brought before the meeting.
The members as provided in the Corporations Act may also call a general meeting of members. The members may consider and transact any business either special or general at any meeting of the members.
The board of directors or the President shall have the power to call, at any time a general meeting of the members of the Association.
5.2 Notice of Meetings. Notice of the time, place and date of meetings of members and the general nature of the business to be transacted shall be published at least ten (10) days before the date of the meeting in the Glencoe Transcript and Free Press the G.D.H.S. Alumni and Friends web site, and via the membership email list. The omission of giving notice to individual members or Directors shall not invalidate the proceedings of the meeting.
A. At any annual or general meeting of the Association, 15 members shall constitute a quorum.
B. If within one hour from the time appointed for any meeting of the Association, a quorum is not present, the meeting, if convened upon the request of members, shall be automatically dissolved. In any other case the meeting shall stand adjourned and the Board of Directors shall reconvene such meeting to be held within 30 days of such adjournment and at such a meeting the members present (at least three) shall constitute a quorum.
5.5 Chairperson. In the absence of the President, President-Elect or the Vice President, the members entitled to vote present at any meeting of members shall choose another Director as Chairperson and if no Director is present or if all the Directors present decline to act as Chairperson, the members present shall choose one of their number to be Chairperson.
5.6 Continued Meeting. Any meeting of members may be adjourned to a later definite time. A members’ meeting, which has been continued, can transact only such business as could have been transacted at the original members’ meeting. Special notice is not required because it is legally a resumption of the original meeting.
6.1 Board. A Board composed of eleven (11) directors, plus the Past President shall manage the affairs of the Association. The Past President shall be an Ex-Officio Director of the Association.
6.2 Three year term. Each Director shall hold office until the third annual meeting after election where he may be re-elected or his successor may be elected and qualified.
6.3 Qualifications. Each Director shall
A. be at the date of, or become within ten (10) days after his election, and thereafter remain throughout his term, an ordinary member of the Association who is qualified to hold office,
B. be at least eighteen (18) years of age; and
C. not be an undischarged, bankrupt or incapacitated person.
If a person ceases to be an ordinary member (s. 4.8) of the Association or becomes bankrupt or incapacitated, that member ceases to be a Director, and the vacancy may be filled.
6.4 Vacancies. So long as a quorum of the Directors remains in office, a vacancy on the Board may be filled by the Directors from among the qualified members of the Association. If no quorum of Directors exists, the remaining Directors shall forthwith call a general meeting of members to fill the vacancies on the Board by qualified members.
6.5 Removal of Directors from Board.
At any annual meeting or special meeting called for this purpose, the members of the Association, by a vote of not less than 2/3 the members who are present and entitled to vote may remove a Director from office before this/her term of office has expired.
6.6 Quorum. A quorum for the transaction of business at meetings of the Board shall be a majority (seven) of the number of members of the Board.
6.7 Place of Meetings. Meeting of the Board may be held at any place within Ontario, as designated in the meeting notice. The President, Vice-President, Secretary or any two (2) Directors may call meetings of the Board.
6.8 Regular Meeting. The Board may appoint one or more days in each year for regular meetings of the Board at a place and time named. No further notice of the regular meetings need be given.
6.9 Notice of Board Meetings. Notice shall be scheduled at the previous board meeting and/or notice shall be e-mailed or telephoned to each Director not less than two days before the meeting is to take place. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence. The accidental omission of giving notice to any member or Director shall not invalidate the proceedings of the meeting.
6.10 Voting. Questions arising at any meeting of the board shall be decided by a majority vote. In the case of an equality of votes, the Chairperson has a casting vote. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact, without proof, of the number or proportion of votes recorded in favour of or against the resolution.
6.11 Remuneration of Directors. The Directors of the Association shall serve without remuneration.
6.12 Indemnities to Directors. Every Director and Officer of the Association and his heirs, executors and administrators, and estate and effects, respectively 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 costs, charges and expenses whatsoever which the Director or Officer sustains or incurs in or about any action suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and
B. all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by his own wilful neglect or default.
6.13 Protection of Directors and Officers. No Directors or Officers of the Association shall be liable:
- for the acts, receipts, neglects or defaults of any other Director or Officer or employee or
- for joining in any receipt or act of conformity or
- for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or on behalf of the Association or
- for the insufficiency of any security in or upon which any money 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, firm or association with whom or which any monies, securities or effects shall be lodged or deposited
- for any other loss, damage or misfortune, which may happen in the execution of the duties of his respective office or trust in relation thereto, unless the same shall happen through his own wrongful and wilful act or through his own wrongful and wilful neglect or default.
6.14 Responsibility for Acts. The Directors shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Board.
6.15 Others Present. The Board may from time to time ask others to attend and to speak at meetings of the Board, but they shall not be entitled to vote.
7.0 ELECTION OF THE BOARD
7.1 Election. Members present at the general meeting who are entitled to vote shall elect directors. Directors shall retire in rotation. A Director, if qualified, is eligible for re-election at the end of his/her three-year term. At each annual meeting, a number of Directors equal to the number of Directors retiring (e.g. 4 out of 12) shall be elected from among the members eligible to hold office.
7.2 Nominations. Candidates for the office of Director shall include.
A. the slate of candidates for office proposed by the Nominating committee, or if there is no Nominating committee, by the Executive Officers; and
B. the persons who are nominated by any member entitled to vote at any time before nominations are closed at the meeting of members at which the election of Directors is held.
7.3 Election Method. Where;
A. the number of candidates nominated is equal to the number of offices to be filled, the Secretary of the meeting shall cast a single ballot electing that number of candidates for the offices; and
B. the number of candidates nominated is greater than the number of offices to be filled, the election shall be by ballot.
7.4 Forms. The Board may prescribe the form of nomination paper and the form of a ballot.
8.1 Executive Officers. There shall be a President, Vice-President, Secretary and Treasurer elected by the Board from among their numbers. Only the President cannot hold more than one office. The Board may also remove at its pleasure any such officer or agent of the Association.
8.2 President. The President shall, when present, preside at all meetings of the Board, the Executive Committee (if any) and members. The President shall supervise the affairs and operations of the Association, sign all documents requiring his signature and have the other powers and duties from time to time prescribed by the Board or incident to his office.
8.3 Vice-President. During the absence or inability to act of the President, the Vice President may exercise his duties and powers. The Vice President shall also perform the other duties from time to time prescribed by the Board or incident to his office.
8.4 Secretary. The Secretary shall attend all meetings of the Board to record all facts and minutes of those proceedings in the books kept for that purpose. The Secretary shall be the custodian of the Corporate Seal and all books, correspondence and documents belonging to the Association. The Secretary shall perform other duties from time to time prescribed by the Board or incident to his office.
8.5 Treasurer. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Association in the bank or banks from time to time designated by the Board. The Treasurer shall disburse funds of the Association under the direction of the Board and shall render to the Board whenever required, an account of all transactions and the financial position of the Association. The Treasurer shall be the custodian of the financial books and documents belonging to the Association. The Treasurer shall co-operate with the auditors of the Association during any audit of the accounts and shall perform other duties from time to time prescribed by the Board or incident to his office.
8.6 Past President. The Past President shall perform from time to time the duties prescribed by the Board, and may perform such additional duties as may be requested of him by the President.
8.7 Other Officers. The Board may appoint other officers as it considers necessary and all officers shall have the authority to perform duties from time to time as prescribed by the Board. The duties of all other officers of the Association shall be the terms of their engagement or whatever the Board prescribes.
9.1 The Executive Committee of the Board shall:
A. be composed of the President, the Vice- President, the Secretary, the Treasurer and the Past-President;
B. have all the powers of the Board of Directors to transact business of an emergency nature between meetings of the Board of Directors. All action shall be reported at the next regular meeting of the Board of Directors and recorded in the minutes.
C. The quorum shall be three out of the five members. Other Directors can be present.
D. Meetings of the Executive Committee may be held any place within Ontario as specified in the notice calling the meeting.
9.2 Standing Committee. A standing committee does any work within its particular field that is assigned to it by the bylaws or referred to it by the members or the Board.
9.3 Special Committee. A special committee (ad hoc committee) performs some specific task and automatically ceases to exist when its final report is issued to the Board.
9.4 Nominating Committee. The Nominating Committee shall;
A. prepare a slate of one or more candidates for each vacant office for which an election is to be held;
B. accept any additional written nominations for elected office at any time prior to the holding of annual elections, but this does not preclude the Chairperson of the annual meeting from accepting further nominations from the floor at the time of the election;
C. recommend to the Board names of persons to fill vacancies in office, on the Board, or on Committees that occur throughout the year.
10.0 EXECUTION OF DOCUMENTS
10.1 Execution of Documents. All transfers, assignments, contracts, and other instruments in writing requiring execution by the Association may be signed by any two of its officers. The board may from time to time direct the manner in which and the person or persons by whom a particular document shall be executed. Any person authorized to sign any document may affix the corporate seal to the document.
10.2 Books and Records. The Board shall see that all necessary books and records of the Association required by the By-Laws of the Association or by any applicable statute are regularly and properly kept. The minutes of the board shall be available automatically to the board of directors, each of whom shall receive a copy of such minutes, and shall be available to any member in good standing upon request.
10.2.1 Banking The signing officers shall be any three appointed Directors. The securities of the Association shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by such officer or agents of the Association, as determined by resolution of the Board. Such authority may be general or confined to specific instances.
The institutions selected as custodians of the Board shall be fully protected in acting in accordance with the directions of the Board and shall not be liable for securities withdrawn from deposit or the proceeds thereof.
11.0 PROCEDURAL RULES
The parliamentary authority for the Association shall be the most recent edition of King and Kerr’s Concise Procedures for Meetings.
12.0 BY-LAWS AND AMENDMENTS, ETC.
12.1 The by-laws of the Association may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law. The amendment of such bylaw shall be acted upon after the Minister of Consumer and Corporate Affairs has been notified.
12.2 The board of directors may prescribe such rules and regulations not inconsistent with these bylaws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Association when they shall be confirmed. Failing confirmation by the members, the proposed rules and regulations shall cease to have any force and effect.
13.1 The financial year of the Association shall terminate on the 31st day of August in each year or on such other date as the Board may from time to time by resolution determine.
13.2 The books, accounts and records of the Association shall be reviewed at least once a year by a certified general, management or chartered accountant elected for that purpose at the annual general meeting. Complete and proper financial statements of the previous year shall be presented at the annual general meeting of the Association for approval by the members.