Constitution and Bylaws
- The name of this society is the Shuswap Day Care Society.
- The purpose of the Shuswap Day Care Society is to:
- To operate a day care centre(s) for the care and benefit of children whose parents require child care.
- To carry out a program of physical and intellectual activities for the benefit of the children.
- To operate as a charitable organization to receive donations for the attainment of the purposes.
- To apply for all necessary and lawful grants in aid.
- To cooperate with other organizations whether incorporated or not, which have purposes similar in whole or in part to the purposes of the Society.
- To ensure that all the proceeds of the Society will be devoted to charitable activities carried on by the Society and no part of the income of the Society will be available for any member of the Society.
- The operations of the Society are to be chiefly carried on within the area of the City of Salmon Arm.
- Upon winding up or dissolution of the Society, the assets which remain after payment of all cost charges, and expenses which are properly incurred in the winding up, shall be distributed to: – such charitable organization or organizations in British Columbia having a similar charitable purpose, This provision shall be unalterable.
Here set forth, in numbered clauses, are the Bylaws providing for the matters referred to in Section 6(1) of the Society Act and any other Bylaws.
1. Any parent or guardian of a child attending any of the society’s programs automatically becomes a member of the Society with the exception of employees. All members must be willing to work with the Society to further its goals. Any other person in the community who wishes to join must add his or her name to the membership list.
2. Every member must uphold the Constitution and Bylaws of the Society.
3. Members in good standing are those who have paid any fees or debt due and owing to the Society by the member, and those who uphold the Constitution and Bylaws of the Society and fulfill their duty to act in the Society’s best interest.
4. A person ceases to be a member of the Society when: (a) the parent or guardian no longer has children attending any of the Society’s programs and has not joined by adding his/her name to the membership list, (b) by delivering notice of his/her resignation to the Society, (c) on his or her death, (d) or on having been a member who is not in good standing.
5. All members in good standing have the right to attend Monthly Director Meetings and / or Annual General Meetings and to vote at Annual General Meetings,
6. Annual General Meeting of the Shuswap Day Care Society will be held once per calendar year and no more than 15 months from the last, at such time and place as appointed by the Board of Directors.
7. Annual General Meetings and Monthly Director Meetings are open to all members.
8. The Directors of the Society may convene an extraordinary meeting when deemed necessary.
9. Notice of Annual General Meetings and/or Monthly Director Meetings must be given to all members in good standing. Notice may be given by mail, newsletter or email and/or by advertising in the local newspaper(s). Notice must specify the place, date and hour of the meeting and, in the case of an extraordinary general meeting, the reason for holding the extraordinary meeting. 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 the proceedings of the meeting. Notice is deemed to have been received by email on the day it is sent, by mail the third day after it is mailed, or via news media on the publication date.
10. Decisions of the members at Annual General Meetings are made by voting which, except for the election of the directors of the Society, will be by a show of hands. Each member in good standing, including the President, is entitled to one vote. In the case of a tie, the motion is defeated. Voting by proxy is not permitted.
11. Decisions at Annual General Meetings of the Society, other than the election of a President and the adjournment or termination of the meeting, must not be conducted if a quorum of members is not present. A quorum for Annual General Meetings will be equal to more than half of currently elected board members.
12. If at any time during a Annual General Meetings and/or Monthly Director Meetings there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned. If within 30 minutes from the time appointed for the meeting a quorum is not present, the meeting must stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting , a quorum is not present within 30 minutes from the time appointed for the meeting, then the members present constitute a quorum.
Board of Directors
13. Any member in good standing may stand for election to the board of directors, with the exception of employees of the Society and / or immediate family members of employees of the Society.
14. Once all board members have been voted in at the Annual General Meeting the current board members will determine which board member will fill the executive positions of President, Vice-President, Secretary and Treasurer (if applicable) as set out in the Board of Directors policies and procedures. Executive appointments will be made at the first Monthly Directors Meeting following the Annual General Meeting. The term of office for board members elected to each position will be 2 years.
15. The Board of Directors of the Shuswap Day Care Society is elected at the Society’s Annual Genera Meeting by the members, either by acclamation or by secret ballot. The directors may, at any time and from time to time, appoint a member as a director to fill a vacancy in the Board of Directors. Directors of the society must not be paid for the work they do as members of the Board of Directors but may be reimbursed for all expenses reasonably incurred while they engaged in the affairs of the Society.
16. The Board of Directors will be made up of a President, Vice-President, Secretary and Directors. A treasurer may be added to the board if a qualified individual stands for election. The Board will consist of no more than 9 members and no less than 5. Preferably at least 60% of the board members should be parents or guardians of children in attendance at one of the Society’s programs. The term of office for board members will be two years. Members of the Board of Directors may serve for more than one term.
17. Decisions of the Shuswap Day Care Society Board of Directors are generally made by consensus. When a decision requires a vote, each Director, including the President, has one vote. In the case of a tie, the motion is defeated. Voting by proxy is not permitted, only board members in attendance will vote. Decisions at monthly Director Meetings must not be conducted if a quorum is not present. A quorum for Monthly Director Meetings will be equal to more than half of currently elected board members..
18. A Director may be removed from office by special resolution and another director may be elected, or appointed by ordinary resolution, to serve during the balance of the term.
19. The Directors of the Shuswap Day Care Society are empowered to make any and all decisions on matters that help the Society reach its goals.
20. Any change to the goals or direction of the Shuswap Day Care Society itself must be made by the general membership of the Society through a meeting of the general membership.
21. Monthly Director Meetings will be held monthly with exception of July and August when they are called as necessary. Monthly Director Meetings are open to all members of the Society.
22. Members of the Shuswap Day Care Society, including its Board of Directors, have a fiduciary duty to act in the best interest of the Society and must abide by its conflict of interest policy in effect from time to time.
23. Duties – President: The president presides at all meetings of the Society and of the directors. The president must follow up that all necessary duties have been completed by all officers.
24. Duties – Vice-President: The Vice President must carry out the duties of the president in the President’s absence.
25. Duties – Secretary: The Secretary will conduct the correspondence of the Society. The secretary will keep minutes of all meetings of the Society and Directors. The secretary will have custody of all records and documents of the Society except those required to be kept by the Treasurer. In the absence of the Secretary from a meeting, the directors must appoint another person to act as secretary.
26. Duties – Treasurer: The treasurer will keep financial records, including books of account, necessary to comply with the society act. The Treasurer will render financial statements to the directors, members and others when required.
27. The minutes of Board of Directors’ and general membership meetings are the responsibility of the Society’s secretary and are kept are the Society’s registered address. Copies of the minutes of the previous Board of Director’s meeting are circulated to Directors prior to the next Board Meeting. All meeting minutes are made readily available to all members.
28. The financial records of the Society are the responsibility of the Treasurer and are kept at the Society’s registered address. All financial records are made readily available to all members. Financial records of the society are kept according to federal and provincial regulation.
29. In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise or borrow money in the manner they decide.
30. From time to time, the Society may employ people to carry out its objectives. Anyone hired by the Shuswap Day Care Society will be supported, monitored and supervised by the Board of Directors, or a representative appointed by the Board of Directors, who will ensure all employer responsibilities are met, including federal and provincial employer responsibilities.
31. On being admitted to membership, each member of the Shuswap Day Care Society is entitled to receive, without charge, a copy of the Constitution and Bylaws of the Society.
32. Seal. Shuswap Day Care Society does posses a corporate seal. Designated authority for use of the seal is given to currently elected President, Vice President, Secretary and Treasurer of the Board of Directors.
33. Any changes to the Constitution and Bylaws must be made by a vote at a general membership meeting. Members must be given notification of the proposed changes at least two weeks before the general meeting. Three quarters of the members attending the general meeting must vote in favour of any change to the Constitution and Bylaws.
34. These bylaws may not be altered or added to except by special resolution.
Dated: November 18, 2014.