By-Laws
BY-LAWS APPROVED DECEMBER 15, 2022
Ontario Corporation Number 1464891
A by-law relating generally to the conduct of the affairs of the Chatham-Kent Gay Pride Association. WHEREAS it is deemed necessary to enact corrections and update By-laws passed on December 9, 2021, of the Chatham-Kent Gay Pride Association. THEREFORE, BE IT ENACTED THAT By-laws passed by Chatham-Kent Gay Pride Association on December 9, 2021, be rescinded, and the following titled “By-Laws”, December 15th, 2022 be substituted and enacted as follows:
SECTION 1 – GENERAL
1.1. DEFINITIONS
In this by-law, unless the context otherwise requires:
a. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted;
b. “Board” means the board of directors of the Corporation;
c. “By-laws” means this by-law and all other by-laws of the Corporation as amended;
d. “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
e. “Director” means an individual occupying the position of director of the Corporation;
f. “Member” means a member of the Corporation;
g. “Members” means the collective membership of the Corporation;
h. “Membership” means an individual who has paid the $5 fee to become a member of the Corporation;
1.2. INTERPRETATION
Other than as specified in Section 10.1, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.3. SEVERABILITY AND PRECEDENCE
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
SECTION 2 – BOARD OF DIRECTORS
Governing our organization is one of the most critical roles someone can play at the Chatham-Kent Gay Pride Association. This is why we recruit a variety of skill levels for every seat on the Board and use an application process to review these persons. A Director must:
a. Be a current Class C Member of the Corporation;
b. Be at least 18 years of age;
c. Reside within the Municipality of Chatham-Kent; and
d. Complete and adhere to the Board’s Confidentiality Agreement
2.1. ELECTION AND TERM
The Members shall elect the Directors to hold President and Vice President seats for a term ending no later than the end of the second annual meeting of Members following the election; – these terms – are renewable. The remaining Directors’ terms are renewable each year by election of the members. The Board will consist of no more than 10 directors.
2.2. VACANCIES
The office of a Director shall be vacated immediately:
a. if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
b. if the Director dies;
c. if the Director becomes bankrupt;
d. if the Director is found to be incapable of managing property by a court or under Ontario law; or
e. if at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office
2.3. FILLING VACANCIES
A vacancy on the Board shall be filled as follows:
a. A quorum of Directors may fill a vacancy among the Directors;
b. If there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting, the meeting may be called by any Member;
c. If the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by a majority vote. Any Director elected to fill the vacancy shall hold office for the remainder of the removed Director’s term; and
d. The Board may fill any other vacancy by a majority vote, and the appointee shall hold office for the remainder of the unexpired portion of the term of the vacating Director. After that, the appointee shall be eligible to be elected as a Director.
2.4. REMUNERATION OF DIRECTORS
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that:
a. Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties;
b. Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:
(i) considered reasonable by the Board;
(ii) approved by the Board for payment by resolution passed before such payment is made, and
(iii) in compliance with the conflict of interest provisions of the Act; and
c. Notwithstanding the foregoing, no Director shall be entitled to any remuneration for services as a Director or in other capacities if the Corporation is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with.
2.5. DISCIPLINARY ACT OR TERMINATION OF DIRCTOR FOR CAUSE
Provided that a Director receives proper notification of Board meetings and yet fails to attend three consecutive meetings or fails to attend one-half of all or more of the meetings held in any twelve-month period without 48 hours’ notice of regret to the Board, the remaining members of the Board of Directors may pass a resolution removing the offending Director from office.For violation of any provision of the articles or By-laws, the Director(s) in question may upon 15 days’ receive written notice of a resolution authorizing disciplinary action or the termination of their Membership(s), passed by the Board of Directors.
The notice shall set out the reasons for the disciplinary action or termination of Membership. The Director receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Director before making a final decision regarding disciplinary action or termination of Membership.
2.6. ROLES AND RESPONSIBILITIES
2.6.1 DIRECTORS
Directors are expected to:
a. Actively participate in at least 1 committee of the Board.
b. Prepare for meetings, provide input on all matters brought to the Board, and stay informed about Board matters.
c. Provide input and monitor the strategic plan, business plans, and annual budget, and help make decisions that guide the Association’s progress. This can include annual evaluations of program and staff performance.
d. Uphold the guidelines for Bill’s Place and the policies and objectives of the Chatham-Kent Gay Pride Association
e. Embrace, and engage in the learning of Justice, Equity, Diversity and Inclusion initiatives.
f. Be aware and declare all conflicts of interest.
g. Make an effort to participate in Association events and build collegial working relationships that contribute to consensus and a positive working environment.
2.6.2. THE PRESIDENT
The President shall be the spokesperson for the Corporation at conferences, events, including media events, and for all public relations purposes, unless for a specific event or purpose the President or the Board appoints another individual to act in their stead. They shall be responsible for the general management of the affairs of the Corporation. The President shall act as the primary liaison with the property management company. They shall handle appeals to Vice President decisions. The President works with other committees and the Vice-President to coordinate the use of Bill’s Place.
2.6.3. THE VICE-PRESIDENT
The Vice-President, if appointed, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and perform such other duties as may be imposed by the Board from time to time. The Vice President works closely with the President and other officers. They shall handle public complaints about staff or Bill’s Place General Guidelines and Terms and Conditions. They shall vet proposed renters of Bill’s Place and sign off on Use of Community Space Agreements. The Vice President works with other committees and the President to coordinate the use of Bill’s Place.
2.6.4. THE SECRETARY
The Secretary shall attend all meetings of the Corporation and of the Board and record all actions taken, prepare and distribute all agendas and minutes of all proceedings, and file and retrieve reports. They shall give or cause to be given notice of all meetings of the members and of the Board and shall perform such other duties as may be prescribed by the Board. The secretary shall act as membership liaison by
a. Maintaining a list of active members
b. Recruiting new members
c. Coordinating with the Finance Committee regarding membership dues
d. Author a quarterly update newsletter for members
2.6.5. THE TREASURER
The Treasurer shall produce official receipts for donations and other proceeds received. They shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements. The Treasurer shall render an accounting of all the transactions and a statement of the financial position of the Corporation to the President and Directors at the regular meeting of the Board, and whenever else they may require it. They shall deposit all monies, securities, and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of such securities, with such registered dealer in securities as may be designated by the Board from time to time. They shall prepare the annual budget for the Corporation and present it to the Board for discussion and approval. The Treasurer shall work with an accountant to ensure appropriate filings are completed for the tax year. They shall be on the Finance Committee to collaborate on grant writing, fundraising, and donation acquisition.
SECTION 3 – DIRECTOR MEETINGS
3.1. CALLING OF MEETINGS
Meetings of the Directors may be called by the president or any two Directors at any time and any place on notice as required by this by-law.
3.2. REGULAR MEETINGS
The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings
3.3. NOTICE
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation
3.4. VOTING
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall not have a second or casting vote.
3.5. PARTICIPATION BY TELEPHONE OR OTHER COMMUNICATIONS FACILITIES
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephone or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
3.6. COMMITTEES OF THE BOARD
The Board has the discretion to establish auxiliary committees, both standing and ad hoc, to carry out the business of the Chatham-Kent Gay Pride Association. Each committee will have at least one current Director sitting on it.
The Chair of each standing committee shall report on their activities to the Board of Directors at each regular Board meeting and keep a recording of minutes of their meetings.
3.6.1. STANDING COMMITTEES
I. OPERATIONS COMMITTEE
Consists of at least 1 Director of the Board as Chair. Consists of persons with experience and knowledge of human resource management and persons with facility operations experience
Human resource persons will be responsible for:
a. Advertising, engaging, and onboarding volunteers
b. Screening processes and documentation of records
c. Training volunteers and tracking (both Bill’s Place staff, & committee members across Chatham-Kent Gay Pride Association)
d. Performance evaluations
e. Staff dispute and complaint resolution
f. Works with other committees for scheduling of staff for programming and events
Facility operations persons will be responsible for handling the minutia of running Bill’s Place including:
Consists of at least 1 Director of the Board as Chair. Liaises with community agencies and partners to provide their services for the 2SLGBTQI+ community with attention to intersectionality in the safety of Bill’s Place. Organizes supportive programming for all ages. Coordinates with Operations Committee, President and Vice President for scheduling and the Engagement and Education Committee for advertising on social media where appropriate.
Consists of at least 1 Director of the Board as Chair. Teaches and consults on 2SLGBTQI+ and intersectional-specific issues to the general public, organizations, and businesses. Coordinates with the Operations Committee, President and Vice President for scheduling. Persons with website and social media experience will work with all committees to ensure programming is advertised where appropriate. Ensures consistency of Chatham-Kent Gay Pride Association public branding, public messaging, engagement, and informational and educational content with attention to dynamic graphics design on all platforms (online and offline).Consists of at least 1 Director of the Board as Chair. Organizes and hosts recreational activities for 2SLGBTQI+ community building with attention to intergenerational bridging, age, gender and sexuality-specific events, and availability for members and non-members of Chatham-Kent Gay Pride Association. Coordinates with the Operations Committee, President and Vice President for scheduling. Selects a Chair to lead a special committee to organize and facilitate Pride Week.
3.6.2. AD HOC COMMITTEES
The Board shall have the power to appoint committees from time to time as it sees fit and to grant them such powers and duties, as it deems advisable.
SECTION 4 – FINANCIAL
4.1. FINANCE COMMITTEE
A Finance Committee shall be a requirement for Chatham-Kent Gay Pride Association. The Treasurer must be an active participant on this committee. All reporting of the committee will be brought to the Board for final approval. The responsibilities of this committee include
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The development of a financial plan and policy statement.
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Work with Officers, Directors, Committees of the Board, and members as appropriate in grant writing, small and large-scale fundraising activities, and financial and material donation acquisition (and liaising with donators).
4.2. BANKING
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
4.3. FINANCIAL YEAR
The financial year of the Corporation ends on October 31 each year or on such other date as the Board may determine by resolution from time to time.
SECTION 5 – OFFICERS
5.1. OFFICERS
The Board shall appoint a Chair from the Directors and may appoint any other person to be – Treasurer and Secretary at its first meeting following the annual meeting of the Corporation. The office of Treasurer and Secretary may be held by the same person and may be known as the Secretary-Treasurer. The office of the Chair and President may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
5.2. OFFICE HELD AT BOARD’S DISCRETION
Any Officer shall cease to hold office upon resolution of the Board.
5.3. DUTIES
Officers shall be responsible for the duties assigned to them and may not delegate to others the performance of any or all of such duties.
5.4. DUTIES OF THE CHAIR
The Chair shall perform the duties described in section 3.3. and 9.5 and such other duties as may be required by law or as the Board may determine from time to time.
5.5. DUTIES OF THE PRESIDENT
The President shall be the Chief Executive Director of the Corporation. The President shall perform the duties described in section 3.1. The President shall be a signing officer for the Corporation and shall be a member of the Finance Committee as referenced in section 4. The president shall perform other duties as may be required by law or as the Board may determine from time to time.
5.6. DUTIES OF THE VICE PRESIDENT
The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President shall be a signing officer for the Corporation and shall be a member of the Finance Committee. The Vice President shall perform other duties as may be required by law or as the Board may determine from time to time.
5.8. DUTIES OF THE SECRETARY
The Secretary shall be custodian of the seal of the Corporation if any, and shall deliver it only when authorized by a resolution of the Board to do so and only to such person or persons as may be named in the resolution. The Secretary shall perform other duties as may be required by law or as the Board may determine from time to time.
SECTION 6 – PROTECTION OF DIRECTORS AND OTHERS
6.1. PROTECTION OF DIRECTORS AND OFFICERS
No Director, Officer or committee member of the Corporation is to be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation; or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board; or for or on behalf of the Corporation; or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested; or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited; or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
a. Complied with the Act and the Corporation’s articles and By-laws; and
b. Exercised their powers and discharged their duties in accordance with the Act.
SECTION 7 – CONFLICT OF INTEREST
7.1. CONFLICT OF INTEREST
A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
SECTION 8 – MEMBERS
8.1. MEMBERS
Membership in the Corporation shall consist of three classes of Members, namely, Class A Members, Class B Members, and Class C Members. The Board may, by resolution, approve the admission of the Members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of Membership shall apply:
A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
Class A Members – General
i. Class A Members shall be persons who have applied and been accepted for Class A Membership in the Corporation.
ii. The term of Membership of a Class A Member shall be one year, subject to renewal in accordance with the policies of the Corporation.
iii. As set out in the articles, each Class A Member shall be entitled to receive notice of, attend, and vote at all meetings of Members and each such Class A Member shall be entitled to one (1) vote at such meetings.
iv. Class A Members must be:
a. at least 18 years of age; and
b. Reside within the Municipality of Chatham-Kent;
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Class B Members – Youth
i. Class B Members shall be persons who have applied and been accepted for Class B Membership in the Corporation.
ii. The term of Membership of a Class B Member shall be one year, subject to renewal in accordance with the policies of the Corporation.
iii. Subject to the Act and the articles, a Class B Member shall be entitled to receive notice of, and attend, meetings of the Members of the Corporation. Youth will not be entitled to a vote.
iv. Class B Members must be:
a. at least 14 years of age; and
b. Reside within the Municipality of Chatham-Kent;
Class C Members – Board of Directors
i. Class C Members shall be persons who have been elected as a Director of the Corporation.
ii. The term of Membership for a Class C Member shall be one year in accordance with the policies of the Corporation, with the exception of the President and Vice-President positions. These will be two years in accordance with the policies of the Corporation.
iii. Class C Members must be:
a. at least 18 years of age; and
b. Reside within the Municipality of Chatham-Kent; and
c. Complete and adhere to the Board’s Confidentiality Contract
A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated in accordance with the Act.
Class A Members shall pay an annual membership fee to the Corporation in the amount of $5 which is non-refundable or transferable. Class B Members will not be required to pay a membership fee, however, will not be permitted to vote.
8.3 DISCIPLINARY ACT OR TERMINATION OF MEMBERSHIP FOR CAUSE
a. Upon 15 days written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of Membership for violating any provision of the articles or By-laws.
b. The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of Membership
SECTION 9 – MEMBERS’ MEETINGS
9.1. ANNUAL MEETING
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than 21 days before the annual meeting, with a copy of the approved financial statements and other financial information required by the By-laws or articles.
The business transacted at the annual meeting shall include:
a) receipt of the agenda;
b) receipt of the minutes of the previous annual and subsequent special meetings;
c) consideration of the financial statements;
d) a motion for a report of the auditor or person who has been appointed to conduct a review engagement can be requested;
e) election of Directors; and
f) such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act so that such item of new business can be included in the notice of annual meeting.
A member may participate in the Annual General Meeting by telephone or electronic means that permit all participants to communicate adequately with each other during the meeting. A member participating by such means is deemed to be present at that meeting and may vote by proxy.
9.2. SPECIAL MEETINGS
The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.
9.3. NOTICE
Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken (Section 55(8)(a)). Notice of each meeting must remind the Member of the right to vote by proxy (Section 65).
9.4. QUORUM
A quorum for the transaction of business at a Members’ meeting is 25% percent of the Members entitled to vote at the meeting, whether present in person or by proxy. A quorum must be present throughout the meeting for the Members to proceed with the business of the meeting.
9.5. CHAIR OF THE MEETING
The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
9.6. VOTING FOR MEMBERS
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:
a. each Member shall be entitled to one vote at any meeting;
b. votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
c. an abstention shall not be considered a vote cast;
d. before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
e. if there is a tie vote, the chair of the meeting shall require a written ballot and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
f. whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
8.1. MEMBERS
9.7. PERSONS ENTITLED TO BE PRESENT
The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
SECTION 10 – NOTICES
10.1. ERROR OR OMISSION IN GIVING NOTICE
No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.
SECTION 11 – ADOPTION AND AMENDMENT OF BY-LAWS
11.1. AMENDMENTS TO BY-LAWS
This By-law may be amended by a majority vote of the Board and the Members.