(vi) “Federation” shall mean the
Canadian Home and School Federation as incorporated under the Canada
Corporations Act;
(vii) “Registered Address of a Member”
shall mean the address of a member as recorded in the register of members;
(viii) “Special Resolution” shall have
the same meaning as in the Canada Corporations Act; and
(ix) “Public school
or public education” shall mean publicly funded schools.
1.02 In these Bylaws and in all
other Bylaws of the Federation hereafter passed unless the context
otherwise requires, words importing the singular number or the masculine
gender shall include the plural number or the feminine gender, as the case
may be, and vice versa, and references to persons shall include firms and
corporations.
PART 2 MEMBERSHIP
Members
2.01 The members of the
Federation are the provincial and territorial parent organizations grouped
by province or territory and their members, as well as individuals or
organizations referred to in paragraph 2.03.
Duty of Members
2.02
Every member shall uphold the Constitution and comply with these Bylaws.
Classes of Members
2.03
Members of the Canadian Home and School Federation shall be grouped
into the following member classes:
(a) Regular Member – any
provincial affiliate or territorial parent organization or individual, who
applies for and is granted membership and pays the annual membership fee
within the provincial or territorial organization or the Federation, as
applicable;
(b) Associate Member –
any education partner who applies for and is granted membership and pays
the associate membership fees;
(c) Corporate Member –
any corporation which/who applies for and is granted membership and pays
the corporate membership fees;
(d) Honorary Member – any
individual, not affiliated with the Federation, whose exemplary activities
warrant recognition, who is recommended for honorary membership by a
member in good standing, and whose membership is approved by the Board and
ratified at an Annual General Meeting;
(e) Life Member – an
individual whose service to the Federation warrants recognition, is
recommended for life membership by a member in good standing, and is
approved by the Board and ratified at the Annual General Meeting.
Membership Fees
2.04
Annual membership fees for all member classes shall be established
at the Annual General Meeting upon the recommendation of the Board, and,
once so established, such membership fees shall take effect in the
following fiscal year of the Federation and remain in effect for a period
of at least one (1) year, until amended at a subsequent Annual General
Meeting, following at least sixty (60) days notice of the proposed
amendment given by the Board to the provincial and territorial parent
organizations either directly or through their provincial or territorial
directors, in accordance with the provisions of Paragraph 3.07.
2.05
There shall be no pro-ration of the membership fee in respect to
membership for part of the year.
2.06
Membership fees shall be payable in the Federations’ membership
year.
Termination of Membership
2.07
A member shall cease to be a member of the Canadian Home and School
Federation:
(a) upon delivering a resignation in
writing to the Board, or by mailing or delivering it to the address of the
Federation ;
(b)
upon the death or dissolution of the member; or
(c)
upon being expelled (Section 2.08).
Expulsion
2.08
A member may be expelled by a Resolution passed by a majority of
not less than two-thirds (2/3) of the votes cast by members of the Board
at a Board meeting, attended by not less than 80 percent of the Board, for
any cause which the Board may deem reasonable including engaging in
activities which are deemed to be detrimental to the interests of the
Federation, contrary to the objects of the Federation, failing to uphold
the Constitution, or failing to comply with the Bylaws of the Federation.
Notice of Proposed Expulsion
2.09
The Board shall give fourteen (14) days written notice of such
action to expel a member accompanied by a brief statement of the reason or
reasons for the proposed expulsion to the member in question and the Board
shall give the member an opportunity to be heard at the Board meeting
before the Resolution is put to a vote.
Appeal
2.10
An expelled member may appeal the expulsion within thirty (30) days
of the Board’s action, to the members for consideration at the next Annual
General Meeting.
Good Standing
2.11
All members are in good standing except a member who has failed to
pay the current annual membership fee or any other subscription or debt
due and owing by that member to the Federation and the member is not in
good standing so long as the debt remains unpaid.
2.12
A member who is not in good standing is subject to expulsion.
PART 3 MEETINGS
Annual General
Meeting
3.01 The Annual General Meeting
of the members of the Federation shall be held at a time and place, in
accordance with the Canada Corporation Act, that the Board decides.
Business of Annual General Meeting
3.02 The members shall be
represented at the Annual General Meeting by their delegates or their
proxies, each member provincial or territorial parent organization being
entitled to ten (10) votes. These ten (10) votes shall be cast by the
delegate or delegates of each member provincial or territorial parent
organization. A maximum of ten (10) delegates, each with one (1) vote is
allowed. Other individual members of provincial or territorial parent
organizations may attend and speak at the Annual General Meeting, but
shall not have a separate right to vote.
3.03
The business of the Annual General Meeting shall be to :
(a)
receive from the Board a report of the previous year’s activities
including the presentation of financial statements;
(b)
approve policy;
(c)
establish the priorities of the Federation for the coming year;
(d)
adopt a budget for the coming year;
(e)
appoint auditors;
(f)
receive reports from members;
(g)
elect the Executive Officers;
(h)
consider appeals regarding expulsion of membership;
(i)
establish the membership fees;
(j)
set time, date, and location of the Mid-Term Meeting; and
(k)
transact such other business as may require the attention of the
members.
Special Meeting
3.04
Every meeting of the members, other than an Annual General Meeting,
is a Special Meeting.
3.05
The Board may, when it deems necessary, convene a Special Meeting.
3.06 (a) A Special Meeting
shall be called by the President or the Board, upon receipt of a request
by delegates holding at least 50 percent of the eligible votes setting
forth the reasons for calling such a meeting which shall be stated in the
notice of the meeting.
(b) The Special
Meeting called under this section shall deal only with the business
stipulated in the request.
Notice
3.07 Notice of the Annual
General Meeting or a Special Meeting shall specify the place, day and hour
of meeting, along with a tentative agenda, and in case of special
business, the general nature of the business, and shall be given to all
member provincial or territorial parent organizations by mail at such
organization’s registered address, or personally, or by mail at the
registered address of such organizations provincial or territorial
Director. The Notice of Meeting shall contain a reminder of the
delegates’ right to vote by proxy. Each province or territory shall be
entitled to ten (10) votes, which shall be cast by the delegates of the
province or territory or their proxy or proxies.
3.08 The accidental omission to
give notice of a meeting to, or the non-receipt of a notice by, any of the
members entitled to receive notice does not invalidate proceedings at that
meeting.
3.09 (a) Notice of the Annual General or
a Special Meeting shall be given to:
(i) every member, provincial or territorial parent
organization, in accordance with Paragraph 3.07;
(ii) Executive Officers; and
(iii) the Auditor; if required by the Canada Corporations
Act.
(b) No
other person is entitled to receive a notice of meeting.
Delegates
3.10 Each member provincial or
territorial organization shall appoint a maximum of ten (10) official
delegates to represent it and to cast its vote at the Annual General
meeting or Special Meeting of the Federation. No province or territory
shall have more than ten (10) votes.
PART 4 PROCEEDINGS AT MEETINGS
Special Business
4.01
Special business is:
(a)
all business at a special meeting except the adoption of rules of
order; and
(b)
all business transacted at an Annual General Meeting, except:
(i) the adoption of rules
of order;
(ii) the consideration of
the financial statements;
(iii) the report of the Board;
(iv) the report of the Auditor;
(v) the appointment of the Auditor;
(vi) the election of the Board; and
(vii) the other business that, under
these Bylaws, ought to be transacted at an Annual General Meeting or
business which is brought under consideration by the report of the Board
issued with the notice convening the meeting.
Quorum
4.02
No business, other than the election of a chairperson and the
adjournment or termination of the meeting, shall be conducted at a meeting
at a time when a quorum is not present.
4.03
If at any time during a meeting there ceases to be a quorum
present, business then in progress shall be suspended until there is a
quorum present or until the meeting is adjourned or terminated.
4.04
If within thirty (30) minutes from the time appointed for a meeting
a quorum is not present, the meeting, if convened on the requisition of
members, shall be terminated; but in any other case, it shall stand
adjourned to a date, time, and place to be determined by the Board, and
if, at the adjourned meeting, a quorum is not present within thirty (30)
minutes from the time appointed for the meeting, the members present
constitute a quorum.
4.05
a) For purposes of determining policy, amending the Bylaws or
the Constitution, adopting a budget, and electing the Board, a quorum
shall be delegates or their proxies holding not less than 2/3 of the
eligible votes.
(b) In all other cases, a quorum shall
be not less than fifty percent (50%) + 1 of the eligible votes.
Chairperson
4.06
If at a meeting there is no Executive Officer present within
fifteen (15) minutes after the time appointed for holding the meeting the
members present shall choose one of their number to be chairperson.
Adjourned Meetings
4.07 (a) A meeting may be
adjourned from time to time and from place to place, but no business shall
be transacted at an adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
(b) When a meeting is adjourned for ten
(10) days or more, notice of the adjourned meeting shall be given as in
the case of the original meeting.
(c) Except as
provided in this Bylaw, it is not necessary to give notice of an
adjournment or of the business to be transacted at an adjourned meeting.
Resolutions
4.08 In case of an equality of
votes the Chairperson shall not have a casting or second vote in addition
to the vote and the proposed Resolution shall not pass.
Voting
4.09 Each member provincial or
territorial parent organization shall be entitled to vote at the Annual
General or Special Meeting.
4.09.1 At the Annual General or
Special Meeting, each member provincial or territorial parent organization
shall be entitled to cast ten (10) votes, to be cast by delegates of such
organization or their proxy or proxies.
4.09.2 Delegates attending and
carrying votes from their member provincial or territorial parent
organization each carry at least one (1) vote, up to all ten (10) votes,
depending on the number of delegates present from their respective
organization.
4.10 Proxy voting shall be
permitted at the Annual General or Special Meeting. A voting delegate
may, by means of a written proxy, appoint a proxy holder to attend and act
at a specific meeting of the members, in the manner and to the extent
authorized by the proxy. A proxy holder must be a member of the
Federation. A maximum of thirty (30) votes, ten (10) from their member
provincial or territorial parent organization and twenty (20) proxy votes
will be permitted to be cast by any one delegate.
4.11 Only those regular members
whose fees have been paid in full by the fiscal year end shall be entitled
to vote at the Annual General Meeting or Special Meeting.
4.12 All members of the
Federation whether voting or non-voting are entitled to attend and speak
at the Annual General Meeting or Special Meeting.
PART 5 DIRECTORS AND OFFICERS
Board of Directors
5.01 The Board of Directors
shall consist of the Directors representing by election or appointment the
member provincial or territorial parent organizations, pursuant to
Paragraph 5.02, as well as the Executive Officers referred to in Paragraph
5.03. Each provincial or territorial Director as well as each Executive
Officer shall be entitled to one (1) vote a Board Meeting.
Directors Appointed or Elected
5.02 Each member provincial or
territorial parent organization shall elect or appoint from its
membership, an individual to be a Director on the Board. Each province or
territory shall be entitled to one Director on the Board. Once elected or
appointed in his home province or territory, this representative will
automatically become part of the Board. In the case of its elected or
appointed representative being unable to attend a Board meeting, the
provincial or territorial parent organization may appoint a delegate to
attend the Board Meeting on its behalf. This attendance includes voting
rights.
5.03 At each Annual General
Meeting the voting delegates shall elect the following persons who, if
elected, shall be the Executive Officers:
(a) President;
(b) Eastern Vice President;
(c) Central Vice President;
(d) Western Vice
President; and
(e)
Secretary/Treasurer
Secretary/Treasurer Not Elected
5.04 If a Secretary/Treasurer
is not elected at an Annual Meeting, the Board must appoint the
Secretary/Treasurer. The Secretary/Treasurer so appointed shall be a
Director.
Eligibility
5.05
No member of the Board shall be an employee of the Board.
5.06 Nomination requirements
shall include:
(a) Only persons
nominated by a voting member shall be eligible to be elected pursuant to
Bylaw 5.03 and the nomination forms shall be signed by two (2) voting
members in good standing one of whom is the nominating member. In the
case of a Vice President, one member signing the nomination must be from
the region the Vice President will be representing;
(b) The person nominated to be an
Executive Officer must be chosen from present or past CHSF Board members
or present or past Executive members of an affiliated provincial
Federation member in good standing;
(c) Must be a member in good
standing; and
d) Current Board Directors are
eligible for nomination while remaining on the Board and carrying out
their assigned duties.
Elections
5.07 Elections shall be by secret ballot and
majority vote.
Nominations
5.08 The Board shall appoint a
Nominations Committee at the Annual General Meeting. The Nominations
Committee shall distribute a letter of notice for nominations to all
provincial and territorial parent organizations in good standing by mail
or fax or electronically at such organization’s registered address, in
person, or by mail at the registered address of such organization’s
provincial or territorial representative at least ninety (90) days prior
to the Annual General Meeting.
Term of Office
5.09
Elected Officers shall hold office for a term of two (2) years.
5.10 An
Executive Officer may hold their respective position for no more than two
(2) consecutive terms.
Immediate Past President
5.11 The Immediate Past
President, who shall have served as President for a minimum of one (1)
year, shall be a member of the Board and entitled to notice of and to
attend, speak and vote at Board meetings. The term of office shall be no
longer than four (4) years.
Special Advisor
5.12 Following each Annual
General Meeting the Board may appoint one or more Special Advisor(s) who
may attend and speak at, but not vote at, Board meetings.
Vacancy in Executive Officers
5.13.1 If there is a vacancy in an
office other than the President for any reason, the remaining Board
Members shall appoint a person who is nominated by two (2) members of the
Board to fill the vacancy and the term of the Officer so appointed shall
end upon the election of the Officer at the next Annual General Meeting.
5.13.2 In the case of a vacancy of
the office of the President, one of the regional Vice Presidents shall be
appointed by the Board to fill the President’s position until the next
regularly scheduled Annual General Meeting or Special Meeting of the
membership.
Removal from Office
5.14 An Officer and/or Director
may be removed from Office if:
(a) he is absent
without notification to the Board from two (2) consecutive meetings of the
Board;
(b) he is found
to be incapable of managing his or her own affairs by reason of mental
infirmity;
(c) he is
convicted of a criminal offence or other serious offence;
(d) he fails to
observe the Constitution and Bylaws, Purposes, or Policies of the
Federation; or
(e) at a Special Meeting of members, a
Resolution is passed by the majority of the members present that he be
removed from office.
5.15 (a) The decision to
terminate the Officer or Director for reasons set out in Section 5.14
shall be decided at a meeting attended by not less than eighty percent
(80%) of the Board, excluding the Board Member in question.
(b) Such action to terminate the
Officer or Director shall require a fourteen (14) day written notice to
the Board Member in question prior to the meeting.
Remuneration
5.16 At no time shall
remuneration be paid to Directors or Officers or Committee members for
their services to the Federation.
5.17 The Officers on the Board
shall be reimbursed for all expenses necessarily and reasonably incurred
by them while engaged in the affairs of the Federation.
Powers of the Board of Directors
5.18 The members of the Board
may exercise all the powers and do all the acts and things that the
Federation may exercise and do, and which are not by these Bylaws or by
statute or otherwise lawfully directed or required to be exercised or done
by the Federation, but subject, nevertheless, to:
(a) all laws
affecting the Federation;
(b) these
Bylaws; and
(c) policies,
not being inconsistent with these Bylaws, which are made from time to
time.
5.19 No policy, made by the
Federation at the Annual General Meeting, invalidates a prior act of the
members of the Board that would have been valid if the rule had not been
made.
5.20 The Directors shall have
power to authorize expenditures on behalf of the Federation and may
delegate by resolution to the Officers of the Federation the right to
employ and pay salaries to employees. The Directors shall have the power
to make expenditures for the purpose of furthering the objects of the
Federation. The Directors shall have the power to enter into a trust
arrangement with a trust company for the purpose of creating a trust fund
in which the capital and interest may be made available for the benefit of
promoting the interest of the Federation in accordance with such terms as
the Board of Directors may prescribe.
PART 6 PROCEEDINGS OF DIRECTORS
Board Meetings
6.01 The Board shall meet at
least once between Annual General Meetings.
6.02 (a) The Board may meet
together at such places they think fit to dispatch business, adjourn and
otherwise regulate their meetings and proceedings, as they see fit.
(b) A Director may
participate in a meeting of the Board or any Internal Committee by means
of telephone conference call or other communication methods, which allow
all Directors participating in the meeting to hear each other, provided
that the Directors agree to such form of participation. A Director
participating in a meeting in accordance with this Bylaw shall be deemed
to be present at the meeting, shall be counted in the quorum, and shall be
entitled to speak and vote.
(c) If necessary
between Board meetings the Board may conduct a vote by poll. The outcome
of such a poll will be noted in the Minutes of the next Board Meeting.
6.03
Reasonable notice of all Board Meetings shall be given to each
Director.
Quorum
6.04
The quorum for Board meetings shall be a majority of the Board in
office.
Chairperson
6.05 The President shall be
chairperson of all Board meetings, but if at a meeting the President is
not in attendance one of the Eastern, Central or Western Vice Presidents
shall act as chairperson; but if none are in attendance the Board members
present shall choose one of their number to be chairperson at that
meeting.
Internal Committees
6.06 (a) The Board may
delegate any, but not all, of their powers to internal committees, to
undertake specific responsibilities.
(b) An internal
committee so formed in the exercise of the powers so delegated shall
conform to any conditions imposed on it by the Board, and shall promptly
report to the Board every act or thing done in exercise of those powers.
(c) The terms of reference and
privileges of each internal committee shall be specified by the Board at
the time it is established.
6.07 The Board shall appoint
the chairperson of the internal committee. If, at a meeting, the
chairperson is not present, the members of the committee shall choose one
of their numbers to be chairperson of the meeting.
6.08 The members of an internal
committee may meet and adjourn as they think proper and the procedure at
internal committee meetings shall be as specified in Robert’s Rules of
Order.
Voting
6.09 At Board meetings, those
who officially constitute the Board either by election or appointment
pursuant to Paragraph 5.01 are entitled to vote. In the event that the
elected or appointed member of a provincial or territorial parent
organization is unable to attend a Board meeting, said provincial or
territorial organization may temporarily appoint or elect another member
who shall assume all rights and responsibilities of the provincial or
territorial representative for the specified Board meeting. The
provincial or territorial parent organization is responsible to notify the
CHSF President of the name of the member who will be attending. Each
provincial or territorial representative as well as each Executive Officer
shall be entitled to one (1) vote.
PART 7 DUTIES OF OFFICERS
Directors
7.01 All Directors shall:
(a) keep up to
date on the affairs of the Federation; and
(b) carry out
delegated responsibilities.
President
7.02 The President shall:
(a) be the Chief
Executive Officer of the Federation;
(b) preside at all meetings of the Federation
and of the Board of Directors;
(c) manage the affairs of the Federation;
(d) see that all orders and Resolutions of the
Board are carried into effect;
(e) speak on behalf of the Federation;
(f) represent or delegate representation of the
Federation to meetings of other organizations; and
(g) be an ex-officio member of all Board
committees.
Vice Presidents
7.03 The Vice Presidents shall:
(a) in the absence or disability of
the President, one Vice President shall be appointed by the Board to
perform the duties and exercise the powers of the President; and
(b) perform such other duties as shall
from time to time be required by the Board of Directors or the President.
Secretary/Treasurer
7.04 The Secretary/Treasurer shall:
(a) have a
demonstrated ability and/or understanding of bookkeeping procedures;
(b) have the custody of the funds and
securities of the Federation and shall keep full and accurate accounts of
all assets, liabilities, receipts and disbursements of the Federation in
the books belonging to the Federation and shall deposit all moneys,
securities and other valuable effects in the name and to credit of the
Federation in such chartered bank and trust company, or in the case of
securities, in such registered dealer in securities as may be designated
by the Board of Directors from time to time. He shall disburse the funds
of the Federation as may be directed by the proper authority, taking
proper vouchers for such disbursements, and shall render quarterly an
accounting of all the transactions in a statement of the financial
position of the Federation. He shall perform such other duties as may
from time to time be directed by the Board of Directors; and
(c) be custodian of the seal of the
Federation, which he shall deliver only when authorized by a Resolution of
the Board of Directors to do so and to such person or persons as may be
named in the Resolution.
Immediate Past President and Special Advisors
7.05 The Immediate Past President and Special
Advisors) shall:
(a) provide advice and support;
and
(b) provide information about
resources, contacts, and other essential information.
PART 8 FINANCES
Deposit of Funds
8.01 All funds of the Federation shall be on
deposit in a chartered bank, credit union or trust company.
Signing Authority
8.02 The Board shall designate
authority to at least three (3) persons to be signing officers, one of
whom shall be the Secretary/Treasurer. At least two (2) shall sign any
banking and legal documents on behalf of the Federation.
Fiscal Year
8.03
The fiscal year of the Federation shall end on January 31st.
Annual General Meetings
8.04 At each Annual General Meeting the Board
shall present to the members for their consideration:
(a) a report of income and
expenditures for the previous fiscal year, together with the Auditor’s
report thereon;
(b) a report of incomes and expenditures for the
current fiscal year; and
(c) a budget for operating expenses for eh
Federation for the ensuing fiscal year.
Borrowing Powers of Directors
8.05 In order to carry out the
purposes of the Federation the Board may, on behalf of and in the name of
the Federation, raise or secure the payment or repayment of money in the
manner they decide.
8.06 The members may be special
resolution restrict the borrowing powers of the Directors, but a
restriction imposed expires at the next Annual General Meeting.
Liability of Directors
8.07 Except for such costs,
charges or expenses as are occasioned by his own willful neglect or
default, each Director of the Federation shall be indemnified and saved
harmless out of the funds of the Federation from and against all expenses
incurred or lawsuits brought against him in his capacity as a Director of
the Federation.
PART 9 EXECUTION OF DOCUMENTS
9.01 Contracts, documents or
any instruments in writing requiring the signature of the Federation in a
given year, shall be signed by any two (2) of the authorized signing
officers, as determined by resolution by the Board (8.02). All contracts,
documents and instruments in writing so signed shall be binding upon the
Federation without any further authorization or formality.
PART 10 CONSTITUTION AND BYLAWS
Copy of
Constitution and Bylaws
10.01 On being admitted to
membership, each member organization is entitled to and the Federation
shall give each member organization, without charge, a copy of the
Constitution and Bylaws of the Federation.
Constitution and Bylaw Amendment
10.02 The Constitution and these
Bylaws may not be rescinded, altered or added to except by Special
Resolution at a meeting of the general Membership. The Bylaws of eth
Federation not embodied in the Letters Patent may be repealed or amended
by Bylaw, or new Bylaw relating to the requirements of the Canada
Corporations Act, and sanctioned by affirmative vote of members holding at
least two-thirds (2/3) of the eligible votes at a meeting duly called for
the purpose of considering the said Bylaw, provided that the repeal or
amendment of such Bylaws shall not be enforced or acted upon until the
approval of the Minister of Industry has been obtained.
10.03 Such action to amend the
Constitution or Bylaws shall require a minimum sixty (60) days written
notice of the proposed amendment to all member provincial or territorial
public school parent organizations in good standing in accordance with
Paragraph 3.07.
PART 11 OFFICE, CORPORATE SEAL AND BOOKS OF ACCOUNTS
Office
11.01
The Federation shall maintain a registered office at such place as
determined by the Board.
Common Seal
11.02
The Directors may destroy a seal and substitute a new seal in its
place.
11.03
The common seal shall be kept at the registered office
11.04
The common seal shall be used in such a manner as the Board may
from time to time determine and shall be affixed only when authorized by a
resolution of the Directors and then only in the presence of the persons
prescribed in the resolution, or if no persons are prescribed, in the
presence of the President and a Vice President or President and
Secretary/Treasurer.
Book of Accounts
11.05
All books of accounts, records and minutes of the Federation, other
than minutes of in-camera proceedings of the Board, shall be open for
inspection by any member at any reasonable time and upon reasonable notice
to the Board.
PART 12 AUDITORS
Appointment of
Auditor
12.01 At each Annual General
Meeting the Federation shall appoint an auditor to audit the accounts and
annual financial statements of the Federation for report to the members at
the next Annual General Meeting.
12.02
The auditor may attend Annual General Meetings.
PART 13 RULES OF ORDER
13.01 The Rules contained in the
latest edition of Robert’s Rules of Order shall govern all matters of
procedure not covered in these Bylaws.
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