A by-law relating generally to the conduct of the affairs of Epilepsy Ontario. (as amended by Resolutions of the Members passed May 13th, 1989).
BE IT ENACTED AND IT IS HEREBY ENACTED as a By-Law of Epilepsy Ontario (hereinafter referred to as the “Corporation”) as follows:
1. Repeal of Former BylawsExpand 1. Repeal of Former Bylaws Section
By-law number 1, dated March 11, 1980, of the Corporation is hereby repealed.
2. SealExpand 2. Seal Section
The seal, of which an impression appears in the margin (of the original document), is hereby adopted as the corporate seal of the Corporation.
3. Head OfficeExpand 3. Head Office Section
The head office of the Corporation shall be in the Municipality of Metro Toronto, in the Province of Ontario, and at such place therein as the Provincial Council may from time to time determine and designate by resolution.
4. Members GenerallyExpand 4. Members Generally Section
The members of the Corporation shall consist of the members of the Chapters and those registered as chapter contacts, or where no chapter or chapter contact exists, by direct membership in the Corporation. It is understood that these members also hold membership with Epilepsy Canada by virtue of their Provincial membership.
4.2 Chapter Definition
A Chapter must have at least 25 members of which 5 members are active and working. A Chapter must accept the Corporation’s Constitution and By-laws. A Chapter must endeavour to carry out the mandate of the Corporation within its specified geographic area. A Chapter must have By-laws of its own. For purposes of this By-law, Chapter shall include Regional Bodies and Chapters as defined in By-Law Number 6 of Epilepsy Canada.
4.3 Chapter Contact Definition
A Chapter Contact is an individual or group who maintains a Corporation presence within a defined geographical area and is registered with the Provincial Office upon admission by the Executive Committee of the corporation. For purposes of this By-law, chapter contacts shall include provisional bodies as defined in By-Law Number 6 of Epilepsy Canada.
4.4 Membership Fees
The membership fee for a member shall be determined by the relevant Chapter or by the Corporation when no such Chapter exists. Membership fees shall be used by the Epilepsy Association which the member joins.
4.5 Honorary Members
Any person may be appointed as a Honorary Member of the Corporation if such person has rendered notable service to the Corporation in its cause and if approved at a meeting of the Provincial Council. An Honorary Member shall not be requested to pay a membership fee and shall not be entitled to vote, but shall be entitled to notice of meetings of Members.
A Member-at-large is a deserving individual whose name, with his consent, has been presented to the Nominating Committee by a member of the council for election to the Provincial Council, and who has been approved by the Nominating Committee for presentation to the Provincial Council, and duly elected thereto.
4.7 Chapter Delegate
Any person who is a member in good standing of a recognized Chapter of Epilepsy Ontario and appointed by their Chapter to serve on the Provincial Council.
4.8 Chapter Representative
A Chapter Representative is elected from among the delegates during the Annual Meeting to serve on the Executive Committee of the provincial Council.
5. Provincial CouncilExpand 5. Provincial Council Section
The direction and the management of the affairs of the Corporation shall be vested in a Board of Directors hereinafter known as the “Provincial Council”.
All costs, charges and expenses whatsoever which the Provincial Council member 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; andii) all other costs, charges and expenses which 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.
5.1 Council Membership
The Provincial Council shall be comprised of: one delegate from each of the chapters, and Members-at-Large selected for special expertise. Chapter Delegates must always constitute the majority of the Council membership.
At any meeting of the Provincial Council, any Honorary Members named by the Council, staff of any of the chapters, and representatives of Chapter contacts are invited to be non-voting participants.
5.2 Election, Term of Office
Council Delegates shall be elected annually. Each Chapter shall name a delegate to the Provincial Council.
A Nominating Committee shall be struck to conduct the nominating and election procedure in advance of the Annual Meetings as more particularly set out in paragraph 8c, hereof.
Any vacancy on the Provincial Council shall be filled by a replacement appointment by the respective chapter in the case of a Chapter Delegate, and by vote of the Provincial Council in the case of an Officer or Member-at-Large.
5.4 Remuneration of Members
Members of the council shall serve without remuneration. No member shall directly, or indirectly receive any profit from his position as a Provincial Council member.
Every Provincial Council member of the Corporation 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 Corporation, from and against:
6. Meetings of the Provincial CouncilExpand 6. Meetings of the Provincial Council Section
6.1 Meeting Schedule
The provincial Council shall meet twice a year. Additional meetings can be called if required by the Executive committee or upon the requisition in writing of twenty-five members of the Corporation.
The Provincial Council shall provide direction for, and overview of, the activities of the corporation. The Provincial Council, in addition to their statutory duties as Members, shall elect a President, one or more vice-Presidents, Treasurer and Secretary, together with such other officers of the Corporation as they may consider from time to time necessary or advisable (all as further provided for in section 6 hereof), establish committees in addition to those specifically provided for in this by-law, both ad hoc and standing, as may be necessary from time to time, approve an annual budget, approve proposed programmes of the Corporation, and present at any Annual Meeting of the Corporation, a report of the members to the Annual Meeting.
Written notice of meetings shall be given at least fourteen days before the holding of such meeting (excluding Sundays, statutory holidays and the day of the meeting in calculating such fourteen days) by prepaid post, telegram, or facsimile transmission to each Provincial Council member of the Corporation at his, or her last known address appearing on the books of the Corporation or by personal delivery to such address (provided that in the case of interruption or anticipated interruption of the mails, notice may be given by telephone contact if authorized by the President). No notice of a meeting of the Provincial Council members need by given if a quorum of provincial Council members is present at any meeting, those present consent to the transaction of business and those absent, if any, either before or after the meeting waive notice of the meeting in writing. No notice of any meeting of the Provincial council held after an Annual Meeting of the Corporation, if held forthwith on termination of such meeting, shall be required. The Provincial Council members may appoint one or more days in each month, or quarter for regular meetings of the Provincial Council at a place and time named, and no further notice of such meetings need by given. No error or omission in giving such notice for a meeting of the Provincial Council shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Provincial Council member may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
Questions arising at any meeting of the provincial Council shall be decided by majority of votes cast. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot only if demanded by any Provincial council member present. If no demand be made a vote may be taken by a show of hands. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of that fact without proof of the number of the votes recorded in favour of, or against such resolution. Each provincial Council member shall be entitled to one vote at meetings of the Provincial Council members.
A simple majority of the total Chapter delegates in person shall constitute a quorum.
7. OfficersExpand 7. Officers Section
7.1 Term of Office and Election
The Provincial Council of the corporation shall elect a President, and one or more Vice-Presidents, a Secretary and a Treasurer. The Provincial Council can combine two or more of these offices for efficiency.
Officers shall be elected annually, and no officer shall hold the same office for a period exceeding two consecutive years, however, such term of office may be extended for a further period of one year at the discretion of the Provincial Council. Notwithstanding anything in this clause, the Provincial Council may by resolution remove and/or replace an officer from time to time as it deems advisable. All officers shall serve as such without remuneration and no officer shall directly or indirectly receive any profit from his position as an officer; provided, that an officer may be paid reasonable expenses incurred by him in the performance of his duties. The immediate Past President shall also serve as one of the Officers.
The Nominating Committee will prepare a slate of offices to be circulated with the Provincial Council slate with the notice of the annual General Meeting.
7.2 Duties of President
The President shall, when present, preside at all meetings of the provincial Council members of the Corporation, and of the Executive Committee. The president shall be the Chief Executive Officer of the Corporation and shall be charged with such duties as may be incidental to his office and/or from time to time be assigned to him by the Provincial Council. The President shall be an ex officio member of all committees established by the Council with the right to vote at all committee meetings except in the case of the Nominating committee.
7.3 Duties of Vice-President
During the President’s absence or inability to act, his duties and powers shall be exercised by the Vice-president, or if more than one, by the Vice-Presidents in order of seniority as determined from time to time by the Provincial Council. If a Vice-President exercises any of those duties or powers, the President’s absence or inability to act shall be presumed with reference thereto. A Vice-President shall also perform the other duties that from time to time are prescribed by the Provincial Council or incident to his office.
7.4 Duties of Secretary
The Secretary shall be the clerk ex officio of the Provincial Council. The Secretary shall attend all meetings of the Provincial Council and record all facts and minutes of all proceedings in the books kept for those purposes unless such responsibility is duly delegated by the Secretary to some other person. The Secretary shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which shall be delivered up only when authorized by a resolution of the Provincial Council and to such persons or person as may be named in the resolution. The Secretary shall perform such other duties as may from time to time be determined by the Provincial Council.
7.5 Duties of Treasurer
The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Provincial Council. The Treasurer shall disburse the funds of the Corporation under the direction of the Provincial Council members, take in proper vouchers therefore and shall render to the Provincial Council members at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the Provincial Council.
7.6 Duties of the Provincial Co-ordinator
The Provincial Co-ordinator shall carry out the policies of the Provincial Council, render staff support for all Committees of the Provincial Council, be responsible for budgeting and office administration generally, supervise all employees of the Corporation, develop and act as a liaison for Chapters and Chapter Contacts, provide liaison with other agencies and all levels of Government in relation to the objectives of the Corporation, and be an ex officio member of all committees established by the Provincial Council.
8. CommitteesExpand 8. Committees Section
(cf.: Amendment, 1 May 1999)
In addition to the permanent standing committees established by this By-law, the Provincial Council may from time to time by resolution establish such other committees on a temporary or permanent basis as it shall deem necessary. The Provincial Council shall delegate powers to any such committees by resolution.
Each Committee Chairman shall take direction from the President and shall, not less than annually, report to the Provincial Council on the activities of the committee of which he or she is Chairman.
Subject to the restrictions imposed from time to time by the Provincial Council, each committee shall have the power to fix its own rules and procedures, but in every case a majority of the maximum allowable number of members of each committee shall be necessary to constitute a quorum and all matters proposed for consideration by members of the Committees at any meeting thereof shall be determined by a majority of the votes cast.
The Chairman shall have the second or casting vote in the case of an equality of votes.
Unless otherwise provided, if and whenever a vacancy shall exist in a Committee, the remaining members of the Committee may exercise all the powers of such Committee so long as a quorum remains in office.
8.2 Executive Committee
There shall be a standing Executive committee which shall consist of the Officers and one Chapter Representative of the Provincial Council elected during the Annual Meeting.
The Executive Committee shall possess and exercise all the powers of the Provincial Council in the management of the affairs of the corporation, as may be delegated to it by the Provincial council from time to time, subject only to reporting to the provincial council at each meeting thereof as to the actions taken by the Executive Committee in the period subsequent to the last preceding meeting of the Provincial Council.
The Executive Committee shall, in addition to their other duties, provide such advice and assistance to the Provincial Co-ordinator as they consider necessary.
The President shall be the Chairman of the Executive Committee.
8.3 Nominating Committee
There shall be a standing Nominating committee of the corporation consisting of at least three members elected by the members of the Provincial Council at each Annual Meeting to serve until the termination of the next succeeding Annual Meeting.
The Nominating committee shall obtain from the chapters, the names of Chapter Delegates and circulate a list of such delegates with the notice of the Annual Meeting. The Nominating committee shall also receive names of persons to be nominated as Members-at-large, and such of those persons as are approved by the Nominating Committee shall be presented on a single slate to the Annual Meeting.
The Nominating Committee shall also prepare and present to the Annual Meeting a single slate of officers chosen from among the chapter Delegates and Members-at-Large to form the Executive Committee.
Nominations to the Provincial Council of Members-at-Large may also be made from the floor at the Annual Meeting if the consent of the nominee is first obtained.
In addition, the Nominating Committee shall recommend to the Provincial Council candidates to fill vacancies occurring from time to time on the Provincial Council provided that any such vacancies may be filled by the Provincial council in its sole discretion.
There shall be deemed to be a vacancy on a committee upon the death of a member, a member delivering (either personally, or by a pre-paid registered Post) to the president or the Secretary written resignation as such member, a member ceasing to be a member of the Provincial Council (where being a Provincial Council member is a qualification therefor), or upon the removal by the Provincial Council of a member.
Meetings of any committee may be held at any place within or outside of Ontario. Meetings shall be held at such place and time and on such day as the Chairman or any two members of the committee may determine. The Chairman or any two members of a committee may call a meeting of the committee.
9. Execution of DocumentsExpand 9. Execution of Documents Section
9.1 Execution Generally
Deeds, transfers, licenses, contracts, and engagements on behalf of the corporation shall be signed by the President, or the Vice-President together with the Provincial Co-ordinator, Secretary or any Provincial Council member with signing authority and the seal of the Corporation shall be affixed to such documents as require the same. Notwithstanding any provisions to the contrary contained in the By-laws of the Corporation, the Provincial Council may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument contract or obligations of the Corporation may or shall be executed.
The President, a Vice-President, together with the Secretary or any Authorized Signing Officer, are fully authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness or other securities now or hereafter standing in the name of or owned by the Corporation and to make, execute and deliver any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred. All share certificates, bonds, debentures, notes or other obligations belonging to the Corporation may be issued or held in the name of a nominee of the Corporation and shall be endorsed in blank with endorsement guaranteed.
9.3 Cheques, etc.
All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not offices of the corporation, and in such manner as the Provincial Council may from time to time designate.
10. MiscellaneousExpand 10. Miscellaneous Section
Any notice, communication or other document to be given by the Corporation to a member where not otherwise specifically provided for herein shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his last address as recorded in the books of the Corporation or if mailed by prepaid mail in a sealed envelope addressed to him at his last address as recorded in the books of the Corporation, or if sent by any means of wire or wireless, facsimile transmission, or any other form of transmitted or recorded communication. The Secretary may change the address on the books of the Corporation of any member in accordance with any information believed by him to be reliable. Any notice, communication, or document so delivered shall be deemed to have been received when it is delivered at the address aforesaid. Any notice, communication or document so mailed shall be deemed to have been received four business days after the day of mailing. Any notice sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been received when delivered to the appropriate communication company or agency or its representative for dispatch.
In computing the date when notice must be given under any provision hereof requiring a specified number of days’ notice of any meeting or other event, the day of the meeting or other event shall be excluded.
The accidental omission to give any notice to any member or the non-receipt of any notice by any member or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
Any Provincial Council member (or his duly appointed alternate) officer or auditor may waive notice required to be given under any provision of this By-law or any other By-law of the Corporation, and such waiver, whether given before after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
10.2 Amendment of By-Laws
The By-laws of the Corporation may be repealed or amended by By-law enacted by a majority of the Provincial Council at a meeting of the provincial Council and sanctioned by an affirmative note of the majority of Provincial Council at a meeting duly called for the purpose of considering the said amendment.
10.3 Deposit of Securities for Safekeeping
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 Provincial Council. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation and in such manner, as shall from time to time be determined by resolution of the Provincial Council and such authority may be general or confined to specific instances. The Institutions which may be so selected as custodians by the Provincial Council shall be full protected in acting in accordance with the directions of the provincial Council and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
10.4 Standing rules and Regulations
The Provincial Council by resolution may prescribe such rules and regulations not inconsistent with this constitution 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 for one year from the date of their adoption unless reconfirmed.
In these By-laws, words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include companies, corporations, partnerships, and any number of aggregate of persons;
“Council Members” shall mean the Provincial Council of the Corporation;
“The Corporation” shall mean Epilepsy Ontario.
PRESIDENT, Joyce Hisey
SECRETARY, Terry Anderson
11. Amendment (14 May 1994)Expand 11. Amendment (14 May 1994) Section
On motion by Darlene Grexton, seconded by Janet Fulton, it was agreed to insert the recommended dissolution clause in the By-Law Number 2 of Epilepsy Ontario.Motion carried unanimously at the Annual General Meeting of Epilepsy Ontario on 14 May 1994.
Upon the dissolution of the organization and after the payment of all debts and liabilities, the remaining property of the organization shall be distributed or disposed of to charitable organizations operating in Ontario.
12. Amendment (1 May 1999)Expand 12. Amendment (1 May 1999) Section
On motion by Mac Burnham, seconded by Mardi Stevenson, it was agreed to insert the following amendment into By-Law Number 2 of Epilepsy Ontario.
Motion carried unanimously at the Annual General Meeting of Epilepsy Ontario on 1