BY-LAW #1 OF
FAMILY AND CHILD EDUCATION ANGLOPHONE SOUTH INC.
1. CORPORATE SEAL
The Company may have one or more corporate seals which shall be such as the Board of Directors may adopt by resolution from time to time. The corporate seal of the Company shall be kept at the head office and the same shall not be affixed to any document of any description save by resolution of, or as otherwise approved by, the Board of Directors of the Company (“Board”) or as authorized by these by-laws.
2. HEAD OFFICE
The head office of the Company shall be at such place as determined by the Board and shall be within the Anglophone South School District as set by the Department of Education and Early Childhood Education (or its successor department) of the Province of New Brunswick (“Department”).
The Executive Officers of the Board shall be the Chairperson, Vice-Chairperson, Secretary, Treasurer, Past Chairperson, as well as the Executive Director as ex officio and who shall not have a vote; together they are hereafter referred to as the Executive Committee. Each such officer, other than the Executive Director, shall be Directors.
During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise (subject to any regulations or restrictions which the Board may from time to time impose) all of the powers of the Board in connection with the management and direction of the affairs and business of the Company in such manner as the Executive Committee deems best for the interests of the Company.
The Chairperson shall preside at all organizational meetings, including the annual Board meeting and the meeting of the Executive Committee, and shall perform all duties pertaining to the office. The Chairperson shall have general supervision of all activities of the Company and of the direction of the Company. The Chairperson shall be a Member Ex-Officio of all standing committees, with authority to delegate a person in his/her stead to sit on any such committee.
The Vice-Chairperson shall, in the absence or inability of the Chairperson to serve, perform the duties and exercise the powers of the Chairperson and shall perform such other duties as shall from time to time be imposed by the Board.
The Secretary shall be responsible to keep records of proceedings of the Board and perform such duties as usually pertain to this office.
The Treasurer shall be responsible to ensure the funds and securities of the Company be maintained, including having a knowledge of all accounts, assets, liabilities, receipts and disbursements of the Company in the books belonging to the Company. The Treasurer shall ensure a financial report is available at all Board meetings.
The Duties of the Executive and all other Directors of the Company shall include ensuring that the Company complies with applicable Provincial Program Standards set from time to time by the Department.
Signing officers from any contract, documents or instrument requiring the signature of the Company shall be any two (2) of the following: Chairperson, Vice-Chairperson, Treasurer, Secretary and the Executive Director, or such others as determined from time to time by the Board with respect to any specific document or instrument or type of document or instrument.
On a vote of two-thirds (2/3) of the Directors casting votes (and on which the person affected may not vote), any officer of the Company may be removed from office for what is determined to be cause by a two-thirds (2/3) vote of those Directors casting votes (and on which the person affected may not vote).
Members shall be at least eighteen (18) years of age and shall be those listed from time to time in the Company’s register as approved annually by the Directors. In the event no such approval of Directors occurs in any year, Members shall be those on the registry last approved by the Directors, other than those who may have resigned or ceased being a Member in accordance with these by-laws.
The initial incorporators of the Company shall be the first Members of the Company and shall continue to be Members until removed from the Member registry or until they resign or cease to be a Member in accordance with the terms of these by-laws.
A Member shall cease to be a Member upon such person ceasing to be a Director or officer of the Company, such person resigning as a Member or a Director or being removed as a Member in accordance with the terms of these by-laws.
5. BOARD OF DIRECTORS
The property and business of the Company shall be managed by a Board consisting of such number of Directors elected by the Members from time to time, provided that there shall be no fewer than seven (7) and no more than twelve (12) Directors.
The Board shall consist of volunteers who are representatives of the community and the Board shall, to the extent possible, have a balanced representation from each of Charlotte, Saint John and Kings Counties.
Directors must meet the qualifications required of a director under the terms of the New Brunswick Companies Act and must be Members.
Each Director, other than the Chairperson, shall have one vote at meetings; the Chairperson shall only vote in the instance of a tie vote.
The Board shall be elected at each Annual General Meeting of the Company.
Sixty (60) days after the end of March 31st fiscal year, the Chairperson shall appoint a nominating committee to identify candidates to serve as Directors; such committees shall consist of up to three Members, all of whom shall be Directors.
At the opening business session of the Annual General Meeting, the Company shall accept, from the nominating committee and from the floor, nominations for those of the four (4) Directors who shall also serve as Executive Officers and whose positions are then vacant, as well as for such number of Directors at large of the Company that the meeting of Members determines to be appropriate for the following year. If more candidates than necessary for any office or position as Director are nominated, a secret ballot shall be cast by each Board Member for such office and/or position, as the case may be, and the candidate(s) receiving the highest number of votes for each such office and the position of at-large director shall be elected. All Directors not re-elected and whose term has expired shall cease to hold office until the close of the meeting of Members where such election took place and their name shall be struck from the Member registry.
Any candidate nominated as Director must be present on the floor or have signified at or before the meeting his or her willingness to accept the nomination in writing, addressed to the chairperson of the nominating committee.
The newly elected Board shall assume responsibilities immediately upon election.
7. TERMS OF OFFICE
All Directors, other than those holding an executive office, shall hold office for a one year term. They may be re-elected for additional terms at each subsequent Annual General Meeting.
All executive officers, not including the Executive Director, shall hold office as a Director and officer for a two (2) year term, with a maximum of three (3) consecutive terms in any one executive office.
Any vacancy or vacancies occurring in the Board or an Executive Officer’s position and Director during a director’s term may be filled by Board resolution, appointing a successor to fulfill the remaining term, so long as a quorum of Directors remains in office.
Any Director may resign by submitting his/her resignation in writing addressed to the Chairperson or the Board and, on receiving the same or on the date on which it is to take effect, whichever is later, such resignation shall take effect and such person’s name shall be struck from the Members’ registry.
On a vote of two-thirds (2/3) of the Directors casting votes (and on which the person affected may not vote), any Director of the Company may be removed from office for what is determined to be cause by a two-thirds (2/3) vote of those Directors casting votes (and on which the person affected may not vote).
9. ROLE OF DIRECTORS
The Directors of the Company shall administer the affairs of the Company in all things and make or cause to be made for the Company, in its name, any kind of contract which the Company may lawfully enter into, save as hereinafter provided, and generally may exercise all such powers and carry out all such all other acts and things as the Company, by its Letters Patent, by applicable statute or law, or otherwise is authorized to exercise and do.
The Directors shall have the power to authorize expenditures on behalf of the Company from time to time and may delegate by resolution to a Director or Directors of the Company, or the Executive Committee, the right to employ and pay salaries to employees.
The Directors shall see that all necessary books and records of the Company, required by the by-laws of the Company or by an applicable statute or law, are regularly and properly kept.
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from their position as such, provided that Directors may be paid reasonable expenses incurred by them in the performance of their duties.
11. INDEMNIFICATION OF DIRECTORS
Each and every Director of the Company shall assume office on the express understanding, agreement and condition, that every Director of the Company, his heirs, executor, estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Company from and against all costs, charges and expenses whatsoever, which such Director 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; and also from and against all other cost, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
The Annual General Meeting of Members shall be held at the Head Office of the Company, or elsewhere in the Province of New Brunswick determined by the Board, at such time, date and place as may be determined by the Board, but shall not be held more than four months later than the end of the fiscal year of the Company. The Annual General Meeting of Members may, at the invitation of the Board, be open to the public. The order of business shall be as follows:
(1) The meeting shall be called to order by the presiding officer.
(2) Reading and disposal of the minutes of the preceding annual meeting.
(3) Business arising out of the minutes.
(4) Chairperson’s Reports.
(5) Committee (s) Reports.
(6) Executive Director’s Report.
(7) Consideration of financial statement.
(8) Appointment of auditors.
(9) Unfinished business.
(10) Election of Directors.
(11) New Business.
A special general meeting of Members of the Company shall be held for the transaction of business whenever the Board, or six (6) Members, direct the Secretary to call a special general meeting.
A special general meeting of Directors may be convened by order of the Chairperson, Vice-Chairperson or by the Board at any time and for any place within New Brunswick.
Fourteen (14) days written notice shall be given to each voting Member of any annual or special general meeting of Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of each meeting of Members must remind the Member that he/she has the right to vote by proxy.
At all meetings of the Members the presence of 50% plus one of the Members, either personally or by proxy, shall constitute a quorum for the transaction of business and the act of the majority of the Members voting at any meeting at which there is a quorum shall be the act of the Board except as may be otherwise specifically provided by these by-laws, by statute or by-law.
At all meetings of Members, each Member shall be entitled to one vote, and may vote by proxy (in which case such proxy holder shall have another vote); the holder of such proxy must be a Member, and before voting, must produce and deposit with the Secretary such written proxy.
At all meetings of Members, every question shall be decided in the first instance, by a show of hands by the Members unless a secret ballot be demanded by any Member.
The Board shall meet on a minimum of a quarterly basis.
The Board shall, by resolution, fix a time and place for regular meetings of the Board. There shall be no requirement to provide notice of any meeting set on a regularly scheduled meeting date or set not less than 6 months ahead of the scheduled date.
At all meetings of the Board the presence of 50% plus one of the Directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at any 7
meeting at which there is a quorum shall be the act of the Board except as maybe otherwise specifically provided by these by-laws, by statute or by law.
Any Director at any Board meeting may move to rescind any resolution made by the Board. This motion requires a two-third (2/3) majority of the Directors present in order to be carried. If the motion is carried, the cancellation of the resolution shall not be retroactive, and shall not void contracts made in good faith on behalf of the Company prior to cancellation.
No public notice or advertisement of Members’ meetings or Directors’ meetings shall be required, however, except as otherwise provided in these by-laws, not less than five (5) days’ notice of the time and place, and in the case of a Members’ meeting, purpose, of such meetings shall be either mailed, emailed or otherwise electronically transmitted to each Member or Director, as the case may be, to the Member’s or Director’s (as the case may be) last mailing address, email address or other electronic address on record with the Company for such person.
All meetings of the Board, the Executive Committee, and other Committees shall be conducted in accordance with Robert’s Rules of Order, except as may otherwise be provided by these by-laws.
Provided that the same is approved by the Members in attendance, in the case of a meeting of Members, or the Directors in attendance in the case of a Board meeting, or provided that the Chairperson or Executive Committee have agreed, a Member or Director may participate in a meeting of Members, or Directors, respectively by way of telephone or other electronic means by which all participants can be heard by all other participants.
13. FISCAL YEAR
The fiscal year shall be from April 1 to March 31 of each year or such other period as the Board shall determine.
The Board may establish standing committees and may from time to time as considered desirable appoint the chairperson and members of each. Committees of the Board may enlist the assistance and participation of individuals who are not Directors. All actions of the committee shall be reported to the Board at its next meeting succeeding such action, and shall be subject to ratification by the Board.
The Board may, at each Annual General Meeting, appoint an Auditor for the coming year.8
A bank account shall be kept at such bank or banks as the Directors may determine.
The Board of Directors is hereby authorized, from time to time:-
a. to borrow money and obtain advances upon the credit of the Company, from any bank, corporation, firm or person, upon terms, covenants and conditions, at such time, in such sums, to such extent and in such manner as the Board of Directors in its discretion may deem expedient;
b. to limit or increase the amount to be borrowed;
c. to hypothecate, mortgage, charge, pledge, cede or transfer the property, undertaking and rights, real or personal, moveable or immoveable or mixed, of the Company, now owned or hereafter acquired, or both, to secure any money borrowed or any liability of the Company;
d. as security for any discounts, overdrafts, loans, credits, advances or other indebtedness or liability of the Company to a bank, corporation, firm or person, and interest thereon, to hypothecate, mortgage, pledge and give to any bank, corporation, firm or person any or all of the Company’s property, real or personal, moveable or immoveable or mixed, now owned or hereafter acquired, or both, and to give such security thereon as may be taken by the bank under the provisions of the Bank Act, and to renew, alter vary or substitute such security from time to time, with authority to enter into premises to give security under the Bank Act for any indebtedness contracted or to be contracted by the Company to any bank;
e. to raise and assist in raising money for, and to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any other company with which the Company may have business relations or any of whose shares, debentures or other obligations are held by the Company, and to guarantee the performance or fulfillment of any contracts or obligations of any such company or of any person with whom the Company may have business relations, and in particular to guarantee the payment of the principal of and interest on debentures of other securities, hypothecs, mortgages and liabilities of any such company;
f. to exercise generally all or any of the rights or powers in respect of borrowing which the Company itself may exercise under the letters patent incorporating the Company or letters patent supplementary thereto or by these by-laws or otherwise under the laws of the Province of New Brunswick;
g. to delegate in and by any resolution or by-law to any officers or directors all or any of the powers hereby conferred in respect of borrowing upon the directors;9
and the powers of borrowing and giving security hereby authorized shall be deemed to be continuing powers and not to be exhausted by the first exercise thereof, but may be exercised from time to time hereafter until the repeal of this by-law and notice thereof has been given in writing.
The by-laws may be amended at the Annual General Meeting of the Company by a two-thirds (2/3) vote of Members and of the Board.
Notice of motion to amend the by-laws must be received by the Chairperson not later than twenty (20) days prior to the date of the proposed motion. Copies of the motion shall be sent to all Board Members no later than fourteen (14) days prior to the date of the proposed motion.
In the event that the Company be dissolved, the Board shall cause all holdings to be transferred to a charitable organization(s) of its choice.
ENACTED by the first directors this 21st day of March, 2013 as of 5:45 p.m.
Unanimously ratified and confirmed by the Members this 21st day of March, 2013 as of 6 p.m.