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MEMBERSHIP
HEAD OFFICE
BOARD OF DIRECTORS
COMMITTEES
OFFICERS
VACANCIES
DUTIES OF OFFICERS
MEETINGS
AMENDMENT OF
BY-LAWS
AUDITOR
FISCAL YEAR
EXECUTION OF
DOCUMENTS
RULES AND
REGULATIONS
BY-LAWS (amended)
SEAL
1. The seal, an impression
whereof is stamped in the margin hereof, shall be the
seal of the Corporation.
MEMBERSHIP
2. Membership in the
Corporation shall be open to every person interested
in furthering the charitable purposes of the Corporation
and whose application for admission as member has received
the approval of the Board of Directors.
3. There shall be four
classes of membership in the Corporation namely:
Individual Life Membership
Individual Sustaining Membership
Individual Annual Membership
Association Annual Membership
(1) An Individual Life
Member shall be entitled to one vote at every meeting
of members of the Corporation; he or she shall pay a
fee of $1,000 or more on admission but shall not be
required to pay any further fees or dues;
(2) An Individual Sustaining
Member shall be entitled to one vote at every meeting
of the Corporation; he or she shall pay a fee of $100
or more on admission to membership and such annual membership
fees as may from time to time be specified in the Rules
and Regulations.
(3) An Individual Annual
Member shall be entitled to one vote at every meeting
of members of the Corporation; he or she shall pay a
fee of $25 or more on admission to membership and such
annual membership fees as may from time to time be specified
in the Rules and Regulations.
(4) An Association
Annual Member shall be entitled to one vote at every
meeting of members of the ,Corporation; it shall pay
a fee of $50 or more on admission to membership and
such annual-membership fees as may from time to time
be specified in the Rules and Regulations.
(5) In these By-laws
the word "Association" shall mean any body
other than an individual which is duly constituted as
an organization of any kind whether or not recognized
as a person for legal purposes and includes a trade
union, a partnership, a club and a corporation with
or without share capital. For the purpose of interpreting
this definition, the decision of the Board of Directors
shall be final.
5. Any member may resign
from the Corporation by delivering to the Corporation
a written resignation and lodging the same with the
Executive Secretary.
6. (1) The membership
of any member may be terminated by:
(a) a vote of seventy-five
per cent or more of those members present and voting
in person or by proxy at any general meeting of members,
provided that no member shall be removed unless he has
first been given an opportunity to be heard;
(b) the member's failure
to pay annual membership fees within, two years after
the end of the fiscal year for which they are due. Such
person's membership may be restored by payment of the
current year's membership fees.
(2) Membership privileges,
including holding office and voting at meet:ngs may
not be exercised by any person whose fees- are not fully
paid for the then current fiscal year.
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HEAD
OFFICE
7. The head office
of the Corporation shall be in the regional municipality
of Ottawa-Carleton in the County of Carleton and Province
of Ontario, Canada and at such place therein as may
from time to time be specified in the Rules and Regulations.
8. The Corporation
may establish such other offices and agencies elsewhere
within Canada as the Board of Directors may from time
to time decide.
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BOARD
OF DIRECTORS
9. The affairs and
property of the Corporation shall be managed by a board
of seventeen directors. Seven directors constitute a
quorum.
10. The Corporation
may, from time to time, appoint an Honorary Chairperson
and/or one or more Honorary Patrons or Participating
Advisors of the Corporation each of whom shall be entitled
to attend and participate in all meetings of the Board
as a non-voting participant.
11. Subject to the
provisions of Section 27, every director shall be elected
at an annual meeting of the Corporation and shall, at
the time of election and throughout his or her term
of office, be a member of the Corporation. He or she
shall hold office for three years and shall remain in
office until the adjournment of the meeting at which
his or her successor is elected. Every director shall
be eligible for re-election.
12. The office of director
shall be vacated:
(a) if a director delivers
a written resignation to the Corporation;
(b) if the Board declares
vacant the 'position of any director who fails to perform
any duty assigned to him by the Board -- or who fails
to attend two consecutive duly called meetings without,
in the opinion of the Board, having a reasonable excuse;
(c) if, at a general
meeting of members a resolution is passed by a vote
of seventy-five per cent or more of those members present
and voting in person or by proxy, that the director
be removed from office, provided that no director may
be thus removed from office unless he has first been
given an opportunity to be heard.
(d) if he or she ceases
to be a member of the Corporation on death or incapacity.
13. Meetings of the
Board of Directors must be held at least twice a year
and may be held at any time and place within the regional
Municipality of Ottawa-Carleton aforesaid or, if the
directors by resolution so determine, elsewhere in Canada.
14. If all the Directors
consent thereto generally or in respect of a particular
meeting, a director may participate in a meeting of
the Board or of a committee of the Board by means of
a conference telephone call.
15. Fifteen days notice
of every meeting of the Board shall be sent in writing
to each director except that no formal notice shall
be necessary if all directors are present at the meeting
or if those absent waive notice thereof in writing.
Directors' meetings may be called by the President or
by the Executive Secretary on direction of the President
or by the Executive Secretary on direction in writing
of five directors.
16. The Board of Directors
shall take such steps as they may deem requisite to
enable the corporation to acquire, accept, solicit or
receive legacies, gifts, grants, settlements, bequests,
endowments and donations of any kind whatsoever for
the purpose of furthering the objects of the Corporation.
17. No director shall
receive remuneration for services as director but nothing
herein shall be construed to preclude any director from
serving the Corporation as an officer or in any other
capacity and receiving compensation therefor.
18. A director shall
be paid expenses as provided in the Rules and Regulations
for attendance at Board meetings and, if he or she is
a member of the Executive or other Committee of the
Corporation, at each meeting thereof.
19. Every director
or officer of the Corporation or other person who has
undertaken or is about to undertake any liability on
behalf of the corporation 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
and expenses which such director, officer or other person
sustains or incurs in or about any action, suit or proceedings
which is brought, commenced or prosecuted against him,
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 or in respect of' any such
1iability;
(b) all other costs,
charges and expenses which he sustains or incurs in
or about or in relation to the affairs thereof, except
such costs, charges or expenses as are occasioned by
his own wilful neglect or default or in excess of' the
authority delegated to him by the Board.
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COMMITTEES
20. The Board of Directors
shall elect annually from among their number an Executive
Committee comprised of the Officers and such other members
as they may by resolution determine and may delegate
to such Executive Committee any powers of the Board,
subject to such restrictions, if any, as may be imposed
from time to time by the Board. Any Executive Committee
member may be removed by a majority vote of the Board
of Directors.
21. The Board may,
subject to the provisions of Section 53, appoint other
Standing or Ad Hoc committees, each comprised of three
or more members and each chaired by member of the Board,
assigning to each such committee those duties and responsibilities
as to the Board seems meet and may delegate to each
such committee such power and authority as may be necessary
for the carrying of its terms of reference. Such duties,
responsibilities, power and authority shall be specifically
set out in the Rules and Regulations.
22. Meetings of the
Executive Committee Shall be held at any' time and place
as is determined by the members of such committee provided
that 48 hours written notice of such meeting shall be
given to each member of such committee. No error or
omission in giving notice of any meeting of the Executive
Committee or any adjourned meeting of the Executive
Committee shall invalidate such meeting or make void
any proceedings taken thereat and any member of such
committee may at any time waive notice of any such meeting
and may ratify, approve and confirm any or all proceedings
taken or had thereat.
23. (a) The quorum
of any Committee shall be a majority thereof.
(b) Every member of
the Executive Committee and of each Standing Committee
shall hold office until the conclusion of the first
Board meeting following the next annual meeting.
(c) Every member of
any Ad Hoc committee shall hold office until the completion
of' the task for which they were appointed or until
the conclusion the first Board meeting following the
next annual meeting whichever comes first.
(d) No committee member
shall receive remuneration for services as a committee
member but nothing herein shall be construed to preclude
any committee member from being paid expenses as provided
in the Rules and Regulations for attendance at Committee
meetings.
24. The remuneration
of every officer, agent and employee shall be fixed
by the Board by resolution.
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OFFICERS
25. The officers of
the Corporation shall be a President, two Vice Presidents,
an Executive Secretary, a Treasurer and such other officers
as the Board, may by resolution determine and appoint.
26. The President,
two Vice-Presidents, Executive Secretary and Treasurer
shall be elected at the first meeting of the Board and
at the first Board meeting following each subsequent
annual meeting of members of the Corporation. They shall
hold office for one year from the date of appointment
or election or until their successors are elected or
appointed in their stead. Any other officers shall be
appointed from time to time and for such terms as may
be determined by the, Board. Officers shall be subject
to removal by resolution of the Board of Directors at
any time.
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VACANCIES
27. Should a vacancy
occur among the membership of the Board of Directors
or among the Officers or the membership of any Committee,
the Directors, then remaining, shall by resolution passed
at a meeting and/or by written resolution, signed by
all the Directors, appoint a member of the Corporation
to fill the vacancy for the unexpired term. Any such
meeting may be held in whole or part by conference telephone
and any such resolution may be signed in counterparts.
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DUTIES
OF OFFICERS
28. The President shall
preside at all meetings of the Corporation and of the
Board and Executive Committee. He or she shall supervise
the management of the affairs and business of the Corporation
and see that all orders and resolutions of the Board
are carried into effect.
The President shall, ex officio, be a member of every
committee.
29. Either of the Vice-Presidents
may, in the absence of the President, perform the duties
and exercise the powers of the President and shall perform
such other duties as shall from time to time be required
of him or her by, the Board.
30. 'The Treasurer
shall have custody of the Corporate funds and securities
and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects
in the name and to the credit of the Corporation and
in such depositories as may be designated by the Board
of Directors from time to time. He or she shall, with
the advice and assistance of the Executive Committee,
invest the funds of the Corporation in such securities
as are allowed by law, reporting thereon at the regular
meetings of the Board of Directors. Should the Treasurer
be physically unable to attend a meeting, he or she
shall arrange for a person, whether a member or not,
who is cognizant of the Corporation's financial affairs,
to attend the meeting, render a financial report and
answer any questions thereon.
31. The Treasurer shall
prepare an annual financial report which shall be audited
and presented to the annual meeting. He or she shall
make an interim financial report to each regular meeting
of the Board, which shall include, inter alia, a complete
list of the securities held by the Corporation at the
date of the report and an itemized list of expenditures,
made by the Corporation since the date of the last report.
32. Subject to the
provisions of Section 24, the Treasurer shall engage
such part or full-time bookkceping or other assistance,
as may be necessary for the performance of the required
duties.
33. The Treasurer and
all employees or others handling Corporation funds shall
be bonded in amounts and with one or more sureties satisfactory
to the Board for faithful performance of the required
duties.
34. The Treasurer shall
perform such other duties as may be prescribed by the
Board.
35. The Executive Secretary
shall be the chief executive officer of the Corporation
and as such, shall have the general and active management
of the business of the corporation. He or she shall
attend all sessions of the Board and Executive Committee
and all meetings of the members and shall record all
votes and minutes of all proceedings in the books to
be kept for that purpose. Should the Executive Secretary
be physically unable to attend a meeting, the remaining
members of the Board or Executive Committee, as the
case may be, in attendance, shall appoint one of their
number to record the votes and proceedings and prepare
minutes of the meeting.
36. The Executive Secretary
shall give or cause to be given notice of all meetings
of the members and of the Board and Executive Committee.
The Executive Secretary shall circulate resolutions
for signature by officers or directors in counterpart
as required.
37. The Executive Secretary
shall keep the membership records and shall send or
cause to be sent to every member a renewal notice when
the membership is due for renewal.
38. The Executive Secretary
shall be custodian of the seal of the Corporation, which
shall be used only when authorized by a resolution of
the Board.
39. The Executive Secretary
shall perform such other duties as may be prescribed
by the Board.
40. Subject to the
provisions of Section 24, the Executive Secretary shall
engage such part or full-time secretarial or other assistance
as may be necessary for the performance of the required
duties.
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MEETINGS
41. The annual meeting
of the members of the Corporation, or any other general
meeting of the members, shall be held at the head office
of the Corporation or elsewhere in Canada as the Executive
Committee may determine and on such day as the said
Executive Committee shall appoint. The annual meeting
shall be held at least once in every calendar year and
not more than fifteen months after the holding of the
last preceding annual meeting.
42. The Board of Directors
shall call a special general meeting of members on written
requisition of members carrying not less than 5% of
the voting rights.
43. Thirty days' prior
written notice shall be given to each member of any
annual or other general meeting of members. Where special
business is to be conducted the notice must give sufficient
information to enable each member to form a reasoned
judgment. Fifteen members present in person or by proxy
at meeting of members shall be constitute a quorum.
44. A member may appoint
any individual member as proxy, in the form set out
in Sec. 45 below, to act, for him/her and in his/her
stead at any annual or general meeting of members.
45. Where a proxy is
used by a member, not attending a. meeting, it shall
be in the following form:
"I, _____________________________the
undersigned member of The Douglas-Coldwell Foundation,
hereby appoint __________________________________, or
failing him/her,________________________________, as
my proxy to attend the (annual or general) meeting of
the members of the Foundation to be held on the (date)
and all adjournments thereof and to act on my behalf
in all matters which may come before the meeting in
the same manner, to the same extent and with the same
power as I could do if personally present thereat.
"Dated the _______
day of _______________________, 20____.”
______________________
(Signature of Member)
46. The Executive Secretary shall send to every member
along with each notice of an annual or other general
meeting of the members of the Corporation a form of
proxy as set out in Section 45 together with return
self addressed envelope.
47. At all meetings
of members of the Corporation, every question shall
be determined by a majority of votes unless otherwise
specifically provided by the Canada Corporations Act
or by these By-laws.
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AMENDMENT OF BY-LAWS
48. The By-laws of
the Corporation may be repealed or amended by Bylaw
passed by the Board and new By-laws may be passed by
the Board but any such repeal or amended By-law shall
not have effect unless sanctioned or confirmed by a
vote of sixty-six and two-thirds per cent or more of
those members present in person and voting, or voting
by proxy, at a meeting duly called for the purpose,
inter alia, of considering any such change. If a copy
of such By-law is forwarded to every member not attending
the meeting such members may vote thereon by resolution
signed in counterpart and returned to the Executive
Secretary.
49. No repeal or amendment
of a By-law shall be enforced or acted upon until the
approval of the Minister of Consumer and Corporate Affairs
has been obtained.
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AUDITOR
50. The members shall
at their first meeting and at each annual meeting thereafter
appoint an auditor to audit the accounts of the Corporation
for report to members at the next annual meeting, as
provided in Section 31. He shall hold office until the
next annual meeting, provided that the Board may fill
any casual vacancy in the office of auditor. The auditor
shall not be a director, officer or employee of the
Corporation. The remuneration of the auditor shall be
fixed by the Board.
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FISCAL YEAR
51. The fiscal and
membership year of the Corporation shall be the calendar
year.
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EXECUTION
OF DOCUMENTS
52. Contracts, documents,
By-laws and any instruments in writing requiring the
signature of the Corporation, shall be signed by any
two of the President, Vice-Presidents, Treasurer and
Executive Secretary, and all contracts, documents and
instruments in writing so signed shall be binding upon
the Corporation without any further authorization or
formality. The directors shall have power, from time
to time, by provision in the Rules and Regulations,
to appoint an officer or officers or other agent on
behalf of the Corporation either to sign contracts,
documents, By-laws and instruments in writing generally
or to sign specific contracts, documents, and instruments
in writing. The Directors may give the corporation's
power of attorney to any registered dealer in securities
for the purposes of the transferring of and dealing
with any stocks, bonds, and other securities of the
Corporation. The seal of the Corporation when required
may be affixed by the Executive Secretary to contracts,
documents and instruments in writing signed as aforesaid
or by any officer or officers or other agent appointed
by resolution of the Board.
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RULES
AND REGULATIONS
53. The Board, or between
its meetings and subject to its approval, the Executive
Committee, may prescribe Rules and Regulations not inconsistent
with these By-laws relating to the program and/or management
of the affairs and property of the Corporation.
THE DOUGLAS-COLDWELL
FOUNDATION
(Rules and
Regulations -- as amended)
1. Fees and
Dues
1.1 An Individual Lifetime
Member shall pay a one-time due of $1,000.00
1.2 An Individual Annual
Member shall pay minimum annual membership dues of $60.00
1.3 A Youth (26 years
of age and under) Individual Annual Member shall pay
minimum annual membership dues of $12.00
1.4 An Association
Annual Member shall pay minimum annual membership dues
of $100.00
2. Head Office
2.1 The head office
of the Corporation shall be located at 300-279 Laurier
Avenue West, Ottawa, ON, K1P 5J9, Canada
3. Expenses
3.1 Each Director shall
be paid the following expenses for attendance at Board
Meetings and, if he or she is a member of the Executive
or other Committee, at each meeting thereof:
3.1.1 The most economical
return train, bus or airfare
3.1.2 Transportation
as required to and from airport and for airport parking
3.1.3 If driving, kilometer
reimbursement as per the Treasury Board guidelines
3.1.4 Single hotel
room including taxes
3.1.5 Meals and
personal expenses up to the daily maximum as per the
Treasury Board guidelines
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