Our By-Laws

BY-LAW NO. 1 OF THE UNITED WAY SAULT STE. MARIE & ALGOMA DISTRICT (AS AMENDED TO SEPTEMBER 2021)


A by-law relating generally to the conduct of the affairs of THE UNITED WAY OF SAULT STE. MARIE & ALGOMA DISTRICT.


BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of THE UNITED WAY OF SAULT STE. MARIE & ALGOMA DISTRICT (hereinafter called the "Corporation") as follows:


1. HEAD OFFICE

The head office of the Corporation shall be in the City of Sault Ste. Marie, in the District of Algoma, in the Province of Ontario.


2. SEAL

The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.


3. MEMBERS

  1. membership is available to individuals or Corporations which support the purposes of United Way and who have applied for and have been admitted into membership in accordance with United Way's operating policies.
  2. the United Way of Sault Ste. Marie & Algoma District membership structure consists of one class of membership. Membership requires completion of a minimum number of volunteer hours for the benefit of United Way of Sault Ste. Marie and district and a minimum donation directed to United Way of Sault Ste. Marie & Algoma District, to be completed during the prior fiscal year. Terms are for one fiscal year; April 1 to March 31. Interested parties apply for membership and can renew their application each year.
  3. Membership entitles individuals and designated representatives of a Corporation to vote at the United Way of Sault Ste. Marie & Algoma District Annual General Meeting or any other special meetings for members that may be called.
  4. Individuals wishing to become members must be in compliance with the Criteria for Membership as outlined in section 3-e below and must review and agree to accept the Vision, Mission and Principles of the organization. The individual also agrees to the responsibility to act in the best interests of the organization.
  5. Members must meet all criteria and submit their application by January 31 and have United Way of Sault Ste. Marie & Algoma District Corporate Secretary approve their application in order to vote at that year's Annual General Meeting
  6. The interest of a member in the Corporation is not transferable and lapses and ceases to exist upon his/her death or when the period of his/her membership expires or when he/she ceases to be a member by resignation or otherwise in accordance with the by-laws of the Corporation. Any member may resign from membership upon notice in writing to the Corporation.
  7. Membership is available to individuals or Corporations who meet the following criteria:


Individuals Must

  • be over the age of 18
  • have paid a donation of at least $50.00 to United Way of Sault Ste. Marie & Algoma District by January 3rd of the fiscal year prior to the year for which membership is being sought and have completed a minimum of 50 (fifty) hours of volunteer service to the United Way of Sault Ste. Marie and district by January 3rd of the fiscal year prior to the year for which membership is being sought
    OR
    have made a financial contribution at a leadership level for a minimum of five continuous years immediately prior to the year for which membership is being sought
  • Submit a completed and signed/authorized annual membership application
  • Ensure United Way of Sault Ste. Marie & Algoma District has current and accurate name and contact information at all times


Corporations Must

  • have paid a Corporate donation of at least $5,000.00 to United Way of Sault Ste. Marie & Algoma District by January 3rd of the fiscal year prior to the year for which membership is being sought
  • Have a cumulative staff total of at least 50 (fifty) hours of volunteer service to the United Way of Sault Ste. Marie & Algoma District by January 3rd of the fiscal year prior to the year for which membership is being sought
  • Submit a completed and signed/authorized annual membership application
  • Ensure United Way of Sault Ste. Marie & Algoma District has current and accurate contact information for the Corporation and its designated representative at all times




4. DIRECTORS

  1. The affairs of the Corporation shall be managed by the board of directors who may be known and referred to as Directors. The Board of Directors shall be comprised of a minimum of three (3) members and a maximum of twenty (20) members.
  2. Every director shall be eighteen or more years of age and shall be a member of the Corporation.
  3. The Board of Directors are Trustees of the Corporation who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the by-laws or any special resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a general meeting of members. The directors may by resolution add to their numbers from the general membership, provided that no more than 1/3 of the number of directors elected at the previous AGM are appointed by the board in any given year.
  4. The directors' term of office shall be as provided in the letters patent or supplementary letters patent of the Corporation provided that if the provisions thereof are not applicable at any time then such term of office shall be as provided in The Corporations Act, 1990.
  5. The office of a director of the Corporation shall be vacated
  6. If he/she becomes bankrupt or suspends payment or compounds with his/her creditors or makes an authorized assignment or is declared insolvent;
  7. If he/she fails, without justification, or without having been granted a leave of absence by the Board of Directors, to attend three consecutive Board meetings.
  8. If he/she is convicted of any criminal offence for which he/she has not received a pardon.
  9. If he/she has been a member of the Board of Directors, a trustee, officer or equivalent official, or an individual who otherwise controlled or managed the operation of a charity or Registered Canadian Amateur Athletic Association during a period in which the organization engaged in a serious non-compliance for which its registration has been revoked within the past five years.
  10. If by notice in writing to the Corporation he/she resigns his/her office.
  11. The members of the Corporation may, by resolution passed by at least two thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
  12. The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of his/her duties


5. MEETINGS OF DIRECTORS

  1. Meetings of the board of directors and of the executive committee may be held either at the head office or at any place within or outside of Ontario. A meeting of directors may be convened by the President or a Vice-President or any two directors at any time and the Secretary by direction of the President or a Vice-President or any two directors shall convene a meeting of directors. Notice of any such meeting shall be delivered or mailed by means of postal service or electronically to each director not less than two days (exclusive of the day on which the notice is delivered or mailed but inclusive of the day for which the notice is given) before the meeting is to take place; provided always that meetings of the board of directors may be held at any time without formal notice if alt the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any director.
  2. For the first meeting of the board of directors to be held immediately following the election of directors at a general meeting of the members no notice of such meeting shall be necessary in order legally to constitute the meeting, provided that a quorum of the directors is present. For a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly appointed director.
  3. A director may participate in a meeting of directors or a committee of directors using telephonic, electronic or another communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in the meeting by such means shall be deemed to have been present at that meeting.
  4. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting in addition to his/her original vote shall have a second or casting vote.


6. PROTECTION OF DIRECTORS

Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their 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

  1. all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office or in respect of any such liability.
  2. all other costs, charges and expenses which he/she sustains or incurs in or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default. No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects, or defaults of any other director or officer or employee 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 order of the board of directors for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys 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 or supposed execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful act or his/her own willful default.


7. MEETINGS OF MEMBERS

  1. Subject to compliance with Section 293 of The Corporation Act, 1990 (Ontario), the annual meeting of the members shall be held at any place within Ontario on such day in each year and at such time as the directors may by resolution determine when there shall be presented a report of the proceedings of the previous year, a financial statement of the Corporation, the auditors' report and such other information or material relating to the Corporation's affairs as may be of interest or importance.
  2. Other meetings of the members may be convened by order of the President or a Vice-President or by the board of directors at any date and time and at any place within Ontario.
  3. Notice of every general meeting of the members of the United Way shall be given by advertisement in the local news media at least ten (10) days exclusive of the day of publication but inclusive of the day of the meeting), in advance of such general meeting of the members and the advertisement shall state the day, hour, and place of the meeting and the general nature of the business to be transacted; and if it is proposed that any director be removed from office, that the provisions of Section 9 herein will be met; provided always that a meeting of members may be held for any purpose on any date and at any time without notice, if all the members are present in person at the meeting or have signified their assent in writing to such meeting being held. Notice of many meeting or any irregularity in any meeting or in the notice thereof may be waived by any member.
  4. The accidental omission to give notice of any meeting or the non-receipt of any notice by any members shall not invalidate any resolution passed or any proceedings taken at any meeting.
  5. Any person entitled to attend a meeting of members may participate in the meeting using telephonic, electronic or other communications means that permit all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility or the person in question has access to such a communication facility. A person participating in the meeting by any such means shall be deemed to have been present at that meeting. A person participating by telephonic, electronic or other communication facility may vote by any such means if the facility, when necessary, can be adapted so that the votes can be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how a particular member or group of members voted.
  6. If the Board or members call a meeting of members, the Board or members, as the case may be, may determine that the meeting shall be held entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
  7. A member of the Corporation may appoint the Chair of the Board or any other member of the Corporation as his / her proxy holder in the event he / she is unable to attend a meeting of the members.
  8. Every question submitted to any meeting of members shall be decided by a majority of votes and in case of an equality of votes the Chairman shall have a second or casting vote.
  9. At any meeting unless a poll is demanded a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
  10. In the absence of the President and every Vice-President the members present shall choose another director as Chairman, and if no director is present, or if all the directors present decline to act as Chairman, the members present shall choose one of their number to be Chairman.
  11. If at any meeting a poll is taken on the election of a Chairman or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such manner and either at once or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn. Except as herein otherwise provided with respect to corporations and unincorporated associations there shall be no voting by proxy.
  12. The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
  13. The presence of a quorum of any meeting of members shall be 40% of registered members. No business shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.


8. OFFICERS

  1. The officers of the Corporation shall consist of a President, a First Vice President, one or more other Vice-Presidents, a Secretary and a Treasurer to be elected annually by the directors. None of the said officers except the President and the First Vice-President need be a member of the board of directors. The offices of Secretary and Treasurer may, in the discretion of the directors, be held by the same person who may but need not be known as the Secretary-Treasurer. The directors may appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the directors.
  2. The directors may fix the remuneration (if any) to be paid to officers of the Corporation who are not directors. All officers in the absence of agreement to the contrary shall be subject to removal by resolution of the board of directors at any time with or without cause.
  3. In case of the absence or inability to act of the President, the First Vice President or any other officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of the board of directors concur therein.
  4. The President shall, if present, preside at all meetings of the directors and members; he/she shall sign all instruments which require his/her signature and shall perform all duties incident to his/her office and shall have such other powers and duties as may from time to time be assigned to him/her by the directors.
  5. The First Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal to act of the President. The other Vice-Presidents, if any, shall have such powers and duties as may from time to time be assigned to them by the directors.
  6. The Secretary shall, when present, act as secretary of all meetings, shall have charge of the minute books of the Corporation and the documents and registers referred to in Section 312 of The Corporations Act, 1990 (Ontario) and shall perform such other duties as the directors require of him/her.
  7. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such depository or depositories as the board of directors may direct, and shall perform such other duties as the directors require of him/her. He/she may be required to give such bond for the faithful performance of his/her duties as the board of directors in their uncontrolled discretion may require and no director shall be liable for failure to require any bond or for the insufficiency of any bond for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.
  8. The board of directors may from time to time appoint a Chief Executive Officer (CEO) and may delegate to him/her full authority to manager and direct the business and affairs of the Corporation (except such matters and duties as by law much be transacted or performed by the board of directors or by the members in general meeting) and to employ and discharge agents and employees of the Corporation or may delegate to him/her any lesser power. He/she shall conform to all lawful orders given to him/her by the board of directors of the Corporation. He/she shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation.
  9. The board of directors may from time to time appoint one or more Associate CEO's who shall assist the CEO and shall perform such other duties as may from time to time be assigned to him/her or them by the directors.
  10. If the office of the President, Vice-President, Secretary or Treasurer, one or more, shall be or become vacant by reason of death, resignation, disqualification or otherwise the directors by resolution duly passed at any meeting duly called and held may elect or appoint an officer to fill such vacancy.


9. COMMITTEES

The following committees, namely Executive Committee, Nominating Committee, Campaign Committee, Audit Committee, Community Investment Committee and Marketing Committee are hereby constituted as Standing Committees of the board of directors.

  1. The board of directors may appoint special committees from time to time as deemed necessary which shall perform such duties and responsibilities as assigned to them by the board. The rules contained herein with respect to Standing Committees shall also apply to special committees.
  2. Unless otherwise provided by this by-law, the chairman and the vice chairmen of all Standing Committees shall be appointed by the board of directors from amongst individuals who are members of the Corporation. Members appointed to all Standing Committees shall be individuals who are members of the Corporation.
  3. The President, the First Vice-President and the CEO of the Corporation shall be ex officio members of each Standing Committee.
  4. Each Standing Committee shall meet for the transaction of business, adjourn and otherwise regulate its meetings as it may determine. Until otherwise determined by the board of directors, two members of a Standing Committee shall be a quorum. Questions arising at any meeting of a Standing Committee shall be decided by a majority of votes and in case of an equality of votes the Chairman or by any two members of such Committee. In the absence of the Chairman at any meeting of a Standing Committee, the Vice Chairman or any member of the Committee elected by the Committee shall act as Chairman for that meeting.
  5. In the event of any conflict between any two or more Standing Committees, the matter shall be referred to the Executive Committee for resolution.
  6. Composition and responsibilities of Standing Committees:
  7. Executive Committee The committee shall consist of: President, Vice-Presidents, Immediate-Past President, Treasurer and other such members as the board of directors may appoint from time to time. "Its powers shall be delegated to it by the board of directors. It shall report all of its acts with respect to matters delegated to it at the next meeting of the board of directors".
  8. Nominating Committee The committee shall consist of: President, First Vice President, Immediate Past President, and three members who are not directors. The Nominating Committee is responsible for preparing and presenting a slate of nominations for Directors of the Corporation
  9. Community Investment Committee The Community Investment Committee Shall consist of a Chair and such other members from the community as the Chair may appoint from time to time. The Community Investment Committee shall be responsible for systematically reviewing the programs, activities and budgets of participating agencies at least once every three years, making recommendations as necessary to the participating agencies, preventing wherever possible duplication of services, providing liaison between participating agencies and the Board of Directors and reporting the committee's assessment of the participating agencies periodically to the Board of Directors.
  10. Campaign Committee The Campaign Cabinet shall consist of a Chairman, First Vice Chairman, the immediate Past Chairman, an appointee from the Marketing Committee, and such additional members as the Chairman may appoint from time to time. The Campaign Committee shall be responsible for planning, organizing and conducting the annual campaign for funds.
  11. Audit Committee The Committee will be composed of two Directors who are not officers of the corporation, three Financial representatives and one Legal representative, Ex-Officio on the committee will be the Treasurer, Manager, Finance & Administration, and Chief Executive Officer. The Audit Committee shall review all financial statements, annual and interim, intended for circulation among members as well as Auditor's report, Management Letters, reports on specific mandates, Auditor's engagement letters and shall report on them to the Board.
  12. Marketing Committee The Marketing Committee shall consist of a Chairman and such other members as the Chairman may appoint from time to time. The Marketing Committee shall be responsible for keeping the public informed of the work of the Federation and correlating the public relations activities of the local and national agencies participating in the Federation's activities. The Committee shall also be responsible for planning and implementing the media promotion and advertising for the annual fund raising campaign in concert with the Campaign Committee.


10. UNITED WAY ENDOWMENT FUND

There is an established endowment fund to be known as the United Way Endowment Fund, hereinafter called "The Fund".

  1. The Fund is an asset of the United Way of Sault Ste. Marie and Algoma District, hereinafter called "The Corporation". The United Way Board of Directors is hereinafter called the 'Board".
  2. Revenue from the Fund, interest earned, shall be used for the following purpose:
  3. Provide support for the United Way approved priorities through the multi-year campaign
  4. The spending of income earned on specific gifts or bequests to the Fund will be in accordance with any donor stated request to the extent reasonably and practicably possible.
  5. All donations and special events monies received by the Fund will become capital.
  6. To protect the integrity of the Fund, capital shall be disbursed only under the following conditions:
  7. An extraordinary event has been identified or an emergency has been declared the United Way Board. All moneys in any United Way stabilization reserve fund has been exhausted.
  8. The United Way Board of Directors unanimously recommended that a capital sum be disbursed from the Endowment Fund.
  9. Conditions attached to major donations have been honoured. Conditions imposed at the time of the donation may only be changed by consent of all the parties.
  10. The Board may decide upon any variation of the conditions or requirements imposed by a donor of a gift or bequest, provided that such variation is approved at the next annual general meeting of the membership by a 2/3 or 67 percent vote, if:
  11. the donor is deceased or is unable to consent to a change in the original terms of the gift or bequest, or is a corporation that has been wound up; and
  12. in the opinion of the Board, conditions have arisen such that a departure from the terms of the original gift or bequest would further the true intent and purpose of the donor, or conditions have changed so that it is no longer possible, wise, practical or legal to meet the expressed wishes of the donor.
    Note: Failing 67 percent approval vote for 1 1 a) and b) above, the Board may apply to a judge of the Ontario Court (General Division) without notice, or on notice to the persons and in the manner that the judge may direct for an order varying the original expressed terms or conditions for disbursement of the said funds.
  13. The fiscal year of the Fund shall be the fiscal year of the Corporation.
  14. In managing donations of other gifts and investments, the following will apply:
  15. Any donation to the fund which is not a monetary gift and was not accompanied by instructions for a designated disposition by the donor may be converted into money or dealt with in any other way the Board considers appropriate.
  16. Any assets donated to The Fund which are not in the form of investments in which trustees are authorized to invest trust funds may be retained in the form in which they are for such length of time as in its discretion the Board may deem advisable.
  17. Monies in the fund may be invested from time to time in investments which conform to the Terms of Reference for the Investment and Finance Committee. See "A" attached.
  18. No amendment, in so far as it relates to the expenditure of capital funds, may be approved except by the unanimous approval of the Board of Directors, in addition to the usual two-thirds approval by the Annual Meeting


11. VOTING SHARES AND SECURITIES

All of the shares or other securities carrying voting rights of any other company or corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders, debenture stock holders or holders of other securities (as the case may be) of such other company or corporation and in such manner and by such person or persons as the board ofdirectors of the Corporation shall from time to time determine.


12. CHEQUES, DRAFTS AND NOTES

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation and in such manner as the board of directors may from time to time designate.


13. EXECUTION OF INSTRUMENTS

Contracts, documents or any instruments in writing requiring the signature of the Corporation may be signed by (a) any two of the President, the First Vice President, any other Vice-President, the Secretary, the Treasurer, or (b) any one of the foregoing; and either a director or the CEO and all contracts, documents and instruments in writing to signed shall be binding upon the Corporation without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers or any persons on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.


The seal of the Corporation may when required by affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, personor persons, appointed as aforesaid by resolution of the board of directors.

 

The term "contracts, documents and instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfer and assignments of property real or personal, immovable or movable, agreements, releases, receipts, and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.


In particular, without limiting the generality of the foregoing (a) any two the President, the First Vice-President, any other Vice-President, the Secretary, the Treasurer, or (b) any one of the foregoing and either a director or the Executive Director shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute (under the corporate seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.


14. FISCAL YEAR

The fiscal period of the Corporation shall terminate on the 31 st day of March each year.


15. INTERPRETATION

In all by-laws of the Corporation, the singular shall include the plural and the plural the singular; the word "person" shall include firms and corporations, and the masculine shall include the feminine.


Approved by the General Membership and the Board of Directors at a meeting of members held September 23, 2021.

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