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province of Ontario as the Board may from time to time determine. The Board shall meet at least
five times each year. The Board may use teleconferencing as an alternative to meetings in
person. The Chair or President may call meetings of the Board.
6. The Secretary of the Board shall ensure that all necessary books and records of the
Corporation required by law and by these By-laws are regularly updated and properly kept.
7. All contracts relating to personnel or personnel-related matters of the President must be
approved by a resolution of the Board as presented or recommended by the Executive
Committee. All contracts relating to other employees are to be determined by policy as set out
by the Board.
8. Notwithstanding any provisions to the contrary contained in these By-laws, the Board may, at
any time, by resolution, direct the manner in which any particular instrument, contract or
obligation of the Corporation shall be executed.
5. Board of Directors
1. The affairs of the corporation shall be governed by a Board of Directors comprised of between
three to ten Directors elected by the Members of the corporation, and the Past Chair who shall
be a Director ex officio, whom shall have a vote, along with the President who shall be an Officer
ex officio, and the President shall have a vote.
2. If there are 20 or more employees of the Corporation, and/or any directly owned subsidiaries
of which the Corporation owns 60%+1 or more, two seats on the Board must be reserved for
employees. If there are less than 20 employees, this shall be left up to the determination of the
Board itself.
3. Any person is eligible to be a Director of the Corporation who:
1. Is 18 years old or over.
2. Not an employee unless the seat is reserved for an employee.
3. Is otherwise legally competent to conduct business and enter contracts under the laws of
Canada and its provinces.
4. Becomes eligible by resolution of the membership or Board.
4. Term of Office
1. Directors shall hold office for a term of 2 years so long as they remain eligible under the
terms of Article 5.
2. Terms of office shall be staggered so that one-half of the terms expires each year.
3. No Director shall be eligible to serve more than four consecutive terms.
4. No one who has served four full consecutive terms shall not be eligible to serve again as
a Director before the passing of one year.
5. Quorum for a meeting of the Board shall be three (3) Directors. Meetings shall be called by
the President, or the Chair.
6. The Board may set policy for the Corporation, or delegate such, so long as it is consistent with
these bylaws, and the Articles of Incorporation.
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7. No error or omission in giving such notice for a meeting of Directors shall invalidate such
meeting or invalidate, or make void any proceedings taken or had at such meeting. Any director
may at any time waive notice of any such meeting and many ratify, and approve of any or all
proceedings taken or had thereat.
8. The Chair shall chair all meetings of the Board. If absent, the meeting shall be chaired by the
President. If neither is in attendance, the Board, from amongst itself, may choose someone to
chair the meeting.
6. General Meetings
1. The Annual General Meeting (AGM) of the Corporation shall be held annually and not more
than fifteen (15) months, or less than nine (9) months following the previous Annual General
Meeting.
2. Twenty-five (25) days notice of a general meeting shall be given to the membership by mail,
email, and/or telephone.
3. Copies of the agenda, and the various resolutions, and business before the membership shall
be sent out with the notice of a general meeting. Where notice is given by telephone, or email
these items shall be posted on the website of the Corporation, in lieu of being sent out with the
notice.
4. Quorum for a general meeting of the Corporation shall be ten (10) members or 5% of the
members, whichever is lesser.
5. If within a half hour (1/2) hour quorum is not present, the meeting shall be cancelled. If
cancelled, the meeting is scheduled for one (1) month later. If quorum is not present within a half
hour (1/2) hour of the second meeting, the meeting will proceed with those members in
attendance.
6. Ordinary motions shall be passed by a simple majority.
7. Subject to the provisions, if any, contained in the Articles of Incorporation of the Corporation,
each member shall at all meetings of the members be entitled to one vote and they may vote by
proxy. Such proxy holder must be a member, but if they are not may become a member upon
producing and depositing with the Secretary sufficient appointment in writing from the member or
members. No member shall be entitled either in person or by proxy to vote at the meeting of the
Corporation unless they have paid all dues or fees, if any, then payable by the member.
8. The Chair of the Board chairs the Annual General Meeting. The President chairs in the
absence of the Chair. If neither the Chair nor the President is present within one-half (1/2) hour
after the set time for the General meeting, the Members present choose one (1) of the Members
to Chair.
9. The Chair shall call a special general meeting of Members at the request of request signed by
twenty (20) of the voting members and stipulating the purpose of such meeting. Such meeting
shall be scheduled within thirty (30) days of receipt of the request at a date, time and place
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4. Staff who are Officers, and the two are tied, such as the President, may be removed by a vote
of two-thirds (2/3) of the Board, but only upon the recommendation of the Committee of the
Whole.
5. The President, or any Officer, may resign by submitting a written resignation to the Chair.
9. Duties
1. Chair
1. The Chair will be an officer of the corporation and a Member of the Board of Directors.
2. The Chair shall, when present, preside at all meetings of the Corporation.
3. Along with the Board, the Chair shall generally oversee and supervise the governance of
the Corporation including the signing of By-laws, special resolutions and other such
documents requiring her signature.
4. Also, the Chair is responsible other duties as may from time to time be prescribed by
resolution of the Board or that are otherwise incidental to this office.
5. The Chair shall be elected for a term of one year(s) and shall not be eligible for reelection for more than six (6) consecutive terms.
2.Treasurer
1. The Treasurer will be an officer of the corporation and a Member of the Board of
Directors.
2. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of
the corporation in proper books of account and shall deposit all monies or other valuable
effects in the Corporation and to the credit of the corporation in such bank or banks as
may from time to time be designated by the Board.
3. The Treasurer shall, under the direction of the Board, disburse the funds of the
Corporation, taking proper vouchers therefore and shall render to the Board at regular
meetings thereof, or whenever required, an account of all such transactions and the
financial position of the Corporation.
3. Secretary
1. The secretary will be an officer of the corporation and a Member of the Board of Directors.
2. The Secretary shall be responsible for giving notices. keeping records of all meetings of
the Members, the Board and its Executive Committee. signing of minutes. and, such
other duties as may from time to time be assigned by resolution of the Board.
3. Distributing copies of minutes and the agenda to each Board Members, and assuring that
corporate records are maintained.
4. President & Chief Executive Officer
1. The President shall, ex officio, also be an officer of the Corporation and a Member of the
Board of Directors and shall be entitled to receive notice and attend all meetings of the
Board and its Executive Committee.
2. The Board may appoint a President to manage the affairs of the Corporation under the
general direction of the Board. The President shall hold office at the pleasure of the Board
or until she resigns the office.
3. Will be evaluated by the Board for performance no less than bi-annually.
10. Committees
1. Committees of the Corporation shall consist of:
1. Committee of the Whole
2. Executive Committee
3. Finance Committee
4. Nomination Committee
2. The Board may, from time to time, by resolution, establish such other Committees with such
duties and powers as it deems to be in the interests of the Corporation. Except as otherwise
established in this By-law, each such Committee shall be Chaired by a Director, have the
Committee Membership and terms of reference approved by resolution of the Board, shall
consider such matters as are referred to it by the Board, shall keep records of its activities and
recommendations, and, shall report to the Board at such intervals as required by the Board.
11. Appointment of Auditor
1. The Board may appoint or re-appoint an auditor on an annual basis at the first meeting of the
Board following the AGM, or from time to time as necessary..
12. Parliamentary Authority
1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall
govern the Corporation in all cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the Corporation may adopt.
13. Interpretation
1. In the interpretation of this by-law, words in the singular include the plural and vice-versa,
words in one gender include all genders, and "person" includes an individual, body corporate,
partnership, trust and unincorporated organization.
2. Other than as specified in Article 2 above, words and expressions defined in the Act have the
same meanings when used in these by-laws.
14. Amendments
1. Any member may propose amendments to these by-laws, in writing to the Chair. They must
be approved by the Board, and then by a vote of two-thirds (2/3) of the voting members.
2. The Board may adopt, and amend additional by-laws as necessary.
3. After each General Meeting at which these by-laws are amended, the President or Chair and
any legal advisers must oversee the publication of these by-laws as amended and may, in so
doing, and subject to the ratification of the Board:
1. Renumber the provisions of these by-laws to accommodate the changes that have been
made.
2. Correct cross-references between provisions which are no longer accurate.
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