GENERAL BYLAWS *
The Humanist Association of Canada (the Corporation)
Ratified August 2, 2009
at the 2009 Annual General Meeting of the members
BE IT ENACTED as the general bylaws of the Corporation as follows:
1. CORPORATE SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Humanist Association of Canada (hereafter referred to as HAC or the Corporation).
2. HEAD OFFICE
The registered office address of HAC shall be in the municipality within Canada specified in the Letters Patent, or in accordance with the Act, at such an address as the Board of Directors may determine. The Corporation may, by an amendment of the bylaws, change the municipality and/or province in which the domicile of HAC shall be situated provided that such a resolution be endorsed by two-thirds (2/3) of the votes cast at a general meeting of the members. A copy of the bylaw certified under the seal of the HAC shall be forthwith filed with the Minister. The Board may establish such other offices and agencies elsewhere within or outside Canada, as it deems expedient.
3. CONDITIONS OF MEMBERSHIP
a) Membership in HAC is voluntary and only open to persons interested in furthering the objectives and activities of the Corporation as set forth in the Letters Patent and in HAC’s vision, mission and value statements.
b) Classes of membership are Paying and Honourary.
c) All members, except for Honourary members, shall be required to pay a membership fee as determined by the HAC Board of Directors (hereafter referred to as the Board or Directors).
d) Membership in HAC shall commence on the date that payment of fees is received at head office, and shall be for a period of twelve (12) months, life, or for any period as determined by the Board in setting the schedule of fees.
e) Humanist of the Year award recipients or any other person who has demonstrated outstanding efforts to advance the goals and activities of HAC may be entitled to receive an Honourary membership as determined by the Board.
f) Members in good standing are those who have paid their annual dues and support the goals and activities of HAC.
g) The Board, at its discretion, may decline membership to any person seeking to become a member of HAC, or to any person seeking to renew a lapsed membership in HAC.
h) Any member may withdraw from HAC by sending in writing (email, facsimile or post) to the head office his/her resignation, or by not paying his/her membership fee within three (3) months of his/her membership renewal date. Members who choose to withdraw from HAC before their membership period expires are not entitled to any refund.
i) Any member may be required to resign by a vote of two-thirds (2/3) of the members in favour of the dismissal at a general meeting of the members (GMM).
4. MEMBER MEETINGS
a) The HAC annual general meeting (AGM), or any other general meeting of the members (GMM), shall be held at any place, in any manner, on any date that the Board may determine.
b) From time to time, or as required, the Board may hold virtual or electronic meetings in lieu of a face-to-face GMMs. All members will be provided with equal access for such meetings
c) The Board, or President, or the Vice-President, shall have power to call, at any time, a GMM.
d) 5% of the total HAC membership, present in person or represented by proxy, at a GMM shall constitute a quorum.
e) At least sixty (60) days advance written or electronic notice shall be given to all HAC members in good standing before the date of any AGM. Notice of such a meeting where business will be transacted shall contain sufficient information to permit members to form reasoned judgments on decisions to be taken.
f) Each member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific GMM, in the manner and to the extent authorized by the proxy. The proxyholder must be at least eighteen (18) years old and be a member in good standing of HAC.
g) A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings, except where the vote or consent of a greater number of members is required by the Act or these bylaws.
h) No error or omission in giving notice of any meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, Director or Officer for any meeting or otherwise, the address of the member, Director or Officer, the last recorded address of such member, Director, or Officer shall be used.
5. ITEMS AND RESOLUTIONS
a) Motions may be added to the agenda of an AGM upon submission of full details to the HAC office and provided that such items are supported by at least three (3) Board Directors, or ten (10) HAC members in good standing, and arrive at the HAC office, signed by the supporting members, no later than thirty (30) days before the date of the meeting. Such motions may be made by email, facsimile or post.
b) From time to time, and in accordance with the Act and/or these bylaws, the Board may send to the HAC membership a resolution to be voted on apart from, or in advance of, a GMM. Voting ballots may be sent via email, facsimile or post, or online voting may be made available. A majority of votes received in favour of a resolution shall constitute a consensus unless the Act or these bylaws otherwise provide.
6. AFFILIATION WITH HAC
A regional organization shall be recognized as an Affiliate of HAC provided that such organization:
a) Supports the vision, mission and value statements of HAC as outlined on the HAC website.
b) Agrees to the terms and conditions and signs the most recent HAC Affiliation Agreement. The Board may change the terms, conditions and format of the Affiliation Agreement, from time to time, provided that at least thirty (30) days advance notice is given to all current Affiliates.
7. BOARD OF DIRECTORS
a) The Board of Directors, representative of the Corporation's membership, governs the affairs of HAC within the framework of relevant legislation and standards and has the authority and responsibility for the achievement of the organization's mission, its stability and the Humanist community at large. The Board shall exercise good stewardship of the Corporation on behalf of the trust placed in it by its members, staff, volunteers and other stakeholders and shall put the interests of the Corporation of the whole ahead of any affiliated group.
b) The Board shall be comprised of a minimum of three (3) Directors and is defined as follows:
i. President, appointed for a minimum term of two (2) years;
ii. Vice President, appointed for a minimum term of two (2) years;
iii. Treasurer, appointed for a minimum term of two (2) years;
iv. Secretary, appointed for a minimum term of two (2) years;
v. Regional Director(s), appointed for a minimum term of two (2) years, representing the Affiliates and/or regions across Canada defined as follows:
• The Maritimes, Newfoundland and Labrador
• Québec
• Northeast Ontario and Southern Ontario
• Northwest Ontario, Manitoba and Nunavut
• Saskatchewan and Alberta
• British Columbia and Yukon
vi. One Director-at-Large, appointed for a minimum term of two (2) years, representing members across Canada who do not belong to an affiliated group.
c) The Officers of the Board shall be the President, Vice President, Secretary, Treasurer, and Executive Director in an ex officio but non-voting capacity.
d) The Officers of the Board, referred to collectively as the Executive Council, have the responsibility of staying abreast of legislation affecting the Corporation and making proposals to the Board on priorities and plans concerning governance, finances, remuneration of staff and volunteers, human resources and labour relations.
e) The Regional Directors and the Director-at-Large, referred to collectively as the National Council, have the responsibility of identifying and staying abreast of provincial, regional and municipal matters that may impact the Corporation or the Humanist community at large and making recommendations to the Board for decision.
f) Any Director may hold one or more Board positions.
g) The regions may be adjusted from time to time to accommodate changes in membership patterns or volunteer base by a two-thirds (2/3) vote in favour of the change by the Board.
h) A retiring Director may remain on the Board until the dissolution or adjournment of the meeting at which his/her retirement is accepted and/or a successor is elected or appointed.
i) The number of Directors may be revised from time to time by a resolution carried by a majority vote of Directors at a meeting of the Board and sanctioned by two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of the members.
j) Directors must be Canadian citizens, nineteen (19) years of age or older, with power to contract.
k) Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him/her in the performance of his/her duties as approved by the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
8. ELECTION OF BOARD DIRECTORS
a) Elections for Board positions shall be announced to HAC members electronically or by post, sixty (60) days before elections. Such notices shall include a call for nominations and shall be sent to members at their last known addresses.
b) Candidates must be HAC members in good standing for a period of at least one (1) year prior to applying for a Board position.
c) Nominations may be made in writing to the head office by any two (2) members of HAC, and must include the signed consent of the nominee. Candidates shall forward, with the nomination, a completed questionnaire detailing their qualifications and interests as well as a current photo, proof of age and Canadian citizenship.
d) The election announcement will provide, electronically or by post, to all members, details of the nominations, including a ballot form, instructions for voting and the address to which ballots are to be directed. This information shall be sent to all members at their last known addresses. The deadline for voting shall be determined by the Board and all ballots must be sent to the head office by the deadline date.
e) Votes for an Officer of the Board shall be accepted by all HAC members in good standing.
f) Votes for a Regional Director shall be accepted by HAC members in good standing in the corresponding region(s).
g) Votes for the Director-at-Large shall be accepted by HAC members in good standing who do not belong to any HAC-affiliated group.
h) Election results will be announced to members thirty (30) days after the voting deadline. The newly appointed Director(s) shall commence his/her duties within ten (10) business days after the results are announced.
9. REMOVAL OF BOARD DIRECTORS
a) The Office of a Director shall be automatically vacated should any of the following criteria apply:
i. If a Director has resigned by sending a written resignation to the HAC Secretary or President;
ii. If a Director is found by a court to be of unsound mind;
iii. If a Director becomes bankrupt or suspends payment or compounds with his creditors;
iv. If a Director engages in activities or actions that are not in the best interest of HAC;
v. If a Director misses three (3) consecutive Board meetings without explanation or requesting a leave of absence. If requested, such leave will not be unreasonably withheld;
vi. If at a GMM, a resolution is passed by a two-thirds (2/3) majority vote of members in favour of removal;
vii. On death
b) Provided that if any vacancy shall occur for any reason in this paragraph contained, the Board by majority vote, may, by appointment, fill such a vacancy with a member of the Corporation.
c) Pursuant to the paragraph above, should a member of the Board engage in inappropriate conduct, the Board President, or Vice President, shall contact said Director to discuss and remedy the issue.
i. Failing such a meeting, or failure of said Director to correct his/her conduct, an in-camera Board meeting shall be called to discuss said Director’s behaviour. If two-thirds (2/3) of the Board votes in favour of said Director’s removal from the Board, then the Director will be notified via registered mail of the Board’s decision and his/her duties will be suspended.
ii. While under suspension, said Director shall have the right to appeal the Board’s decision by submitting a rebuttal in writing to the head office no later than thirty-five (35) days from the date of the notification. Should said Director send in such an appeal, a Motion shall then be drafted by the Board that will include the Board’s reasons for the dismissal and the Director’s appeal and such Motion will be presented by the Board to the Corporation’s membership for ratification.
iii. If two-thirds (2/3) of the membership votes submitted are in favour of said Director’s dismissal, then he/she will be notified via registered mail of the majority’s decision and the Director shall be removed from the Board. Failing such a majority vote, the Director shall complete his/her term in any capacity that the Board designates.
10. POWERS OF DIRECTORS
a) The Board is responsible for the affairs of the Corporation in all things and shall make or cause to be made for HAC, in its name, any kind of contract which HAC may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is authorized to exercise and do.
b) The Board shall have power to authorize expenditures on behalf of HAC and 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 Corporation in accordance with such terms as the Board may prescribe.
c) The Board is hereby authorized, from time to time, to:
i. Borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board in its discretion may deem expedient;
ii. Limit or increase the amount to be borrowed;
iii. Secure any bond or other security, or any other present or future borrowing or liability of the corporation, by mortgage, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.
d) The Board shall take such steps as they may deem requisite to enable HAC 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.
e) The Board may appoint agents and engage employees and contractors as it deems necessary and such persons shall have such authority and shall perform such duties as prescribed by the Board in accordance with standard governance practices and labour laws.
f) The Board shall determine remuneration for all employees, contractors, agents, and volunteers if applicable.
11. BOARD MEETINGS
a) Board meetings may be held at any time, place, or manner as determined by the Directors provided that at least seventy-two (72) hours written notice in advance of such meeting is given, other than by post, to all Directors. Notice by post shall be sent at least fourteen (14) days in advance of such meeting.
b) There shall be at least one (1) Board meeting per year for Directors. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote.
c) A two-thirds (2/3) majority of Directors in office shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the bylaws of the Corporation.
12. MINUTES OF MEETINGS
Minutes of Board meetings, or minutes of the Executive Council, are not made available to the general membership but shall be made available to the Board of Directors. Minutes of National Council meetings may be made available to any HAC member in good standing upon written request. Minutes of any general meeting of the members shall be made available to any HAC member in good standing upon written request.
13. DUTIES OF BOARD DIRECTORS
a) The President shall preside at all meetings of the Board or the Corporation. The President shall oversee the general management of the affairs of HAC, and shall ensure that all orders and resolutions of the Board are carried into effect. The President may vote on any issue and is an ex officio member of all committees. On matters of public policy, the President or his/her delegate is empowered to make public statements in the name of HAC.
b) The Vice President 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 prescribed by the Board or the President.
c) The Treasurer shall oversee the financial activities of the Corporation. The Treasurer shall ensure that accurate records are kept of the Corporation's funds and securities in accordance with generally accepted accounting practices, act as a signing authority for the Corporation, provide the Board with regular financial reports, recommend a competent auditor to be appointed at an AGM, and collaborate with the Executive Director and Finance Administrator in preparing annual operating plans and budgets for all committees.
d) The Secretary shall prepare agendas in advance of all meetings of the Board and member meetings, with input from other Directors, prepare and distribute the minutes to all Directors within two (2) weeks of each meeting, and perform such other duties as may be prescribed from time to time by the Board or the President.
e) Regional Directors are those members of the Board who, while not Officers of the Board, represent the needs and interests of HAC-affiliated Humanist organizations across Canada.
f) The Director-at-Large, while not an Officer of the Board, represents the needs and interests of those HAC members across Canada who do not belong to any HAC-affiliated Humanist organization.
14. EXECUTIVE DIRECTOR
The Board contracts with the Executive Director (also referred to as the ED) for the management and administration of the Corporation. Working out of the HAC office, the ED’s responsibilities include, but are not limited to: directing the overall performance of the Corporation in achievement of approved goals and programs; managing staff; advising the Board on legislation, policies and programs that may affect the objectives and services of the Corporation; providing the Board with the information it needs to govern effectively; managing fundraising and marketing initiatives; promoting the Corporation and its services to the media and general public and managing the image of the Corporation in a senior public relations role; and developing liaisons and/or strategic partnerships with other organizations. The ED serves as an ex officio Officer of the Board and as an ex officio member of all committees.
15. INDEMNITIES TO DIRECTORS AND OTHERS
a) Every Director and Employee of the corporation and his/her 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:
i. All costs, charges and expenses which such Director, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted him/her in or about the execution of the duties of his/her office or in respect of any such liability;
ii. All other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default
b) HAC shall obtain and keep in place appropriate Directors and Officers liability insurance to protect the Directors, committee members and employees from claims brought against them arising from their performance of duties or responsibilities on behalf of HAC.
16. DUTIES OF THE HEAD OFFICE
The head office shall be managed by the Executive Director and shall be the operational arm of HAC. Responsibilities include:
a) Supervising all aspects of the HAC membership process and database.
b) Managing all HAC-related printed and online promotional materials and services.
c) Overseeing bookkeeping, including depositing cheques, paying bills, and invoicing.
d) Assisting in the coordination and/or delivery of the HAC newsletter.
e) Drafting and/or sending out press releases.
f) Responding to inquiries from the media, members and the general public.
g) Keeping records and files in good order.
h) Providing research, advice and operational support to the Board and committees.
i) Acting as liaison between regional affiliates and the Board.
j) Acting as liaison between HAC members and the Board.
k) Acting as a liaison between the general public and the Board.
l) Maintaining the HAC corporate seal.
m) Other administrative functions as the Board may assign to it from time to time.
17. COMMITTEES AND VOLUNTEERS
The Board of Directors may create Standing Committees, Special Committees, and/or Ad Hoc Committees, for the purpose of advancing the objectives of the Corporation. All committees have an advisory function to the Board.
a) Committees may make recommendations to the Board, but they cannot speak or act on behalf of the Board and have no authority over staff or involvement in HAC operations. The Board may consider the recommendations of a committee and adopt or amend those recommendations or take any other actions it deems appropriate.
b) The Board shall, in consultation with the Executive Director, appoint committee chairs and members as needed and shall determine the purpose and duties of committees and committee member roles.
c) The HAC President and Executive Director are ex officio voting members of all committees.
d) Unless otherwise approved by Board resolution, three (3) committee members, in addition to the HAC President and Executive Director, shall be considered sufficient. The appointment of a Director to act as Board liaison to a committee shall be at the discretion of the Board.
e) All members of a committee must be members in good standing of HAC and are selected according to their qualifications, interests, and/or experience, and at the discretion of the Board.
f) Copies of all committee reports and minutes shall be routinely provided to the HAC Secretary and Executive Director.
g) The Board may determine, by resolution, any remuneration to be paid to a committee member, or any other volunteer, for specific work undertaken.
h) Communications between a committee and staff, outside of committee meetings, shall be through the Executive Director. This includes any assignments or directives, requests for resources or staff time, and questions about any aspect of the Corporation’s objectives, programs, or administration.
i) All committees shall function within the HAC fiscal year for accurate bookkeeping and all committee budgets shall be set within the HAC annual budget.
j) All committee monies must be processed through HAC bookkeeping, including, but not limited to, invoicing for any dues, training fees, bookings, and fees collected for professional development workshops, books or other resources.
k) All committee documents produced for distribution must have the HAC logo and corporate seal where required.
18. EXECUTION OF DOCUMENTS
Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two Board Directors, or one Director and a designated agent acting on behalf of the Corporation for specific contracts, documents and other instruments in writing. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Director and/or agents appointed by the Board.
19. FINANCIAL YEAR
Unless otherwise determined by the Board, the financial year-end of the Corporation shall be March 31.
20. AUDITOR
The Board shall select, and the members shall sanction by a majority of votes cast in favour at an AGM, an auditor to audit the accounts and annual financial statements of the Corporation for report to the members at the next AGM. The auditor shall hold office until the next AGM provided that the Board may fill any casual vacancy in the office of auditor, but while the vacancy continues the surviving or continuing auditor, if any, may act. The remuneration of the auditor shall be fixed by the Board.
21. BOOKS AND RECORDS
The Board shall see that all necessary books and records of HAC required by the bylaws of the Corporation or by any applicable statute or law are regularly and properly kept.
22. RULES AND REGULATIONS
The Board may prescribe additional rules and regulations not inconsistent with these bylaws relating to the governance and management of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect until the next AGM when they shall be confirmed, and failing such confirmation at such a meeting, shall at and from that time cease to have any force and effect.
23. REVISIONS TO BYLAWS
Any bylaw of HAC may be enacted, repealed or amended by a majority vote of the Directors at a meeting of the Board, and endorsed by a two thirds (2/3) majority vote of the members in favour of such enactment, repeal or amendment at a meeting of the members. Enactment of such bylaws shall not be enforced until approval of Industry Canada has been obtained.
24. INTERPRETATION
In these bylaws and in all other bylaws of HAC hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number and the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
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* officially reviewed and wholly approved by Industry Canada on August 10, 2009