CCI Training Program
A program meant to train students, community members, social entrepreneurs, and activists to work effectively in the not for profit sector and apply creative problem solving techniques to their communities.
AGM
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LSPIRG By-laws
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CCI Training Program
The Certificate in Community Training Program: a program meant to train students, community members, social entrepreneurs, and activists to work effectively in the not for profit sector and apply creative problem solving techniques to their communities. Come to our fall workshops on topics like the arts and advocacy, anti-oppression training, and ecologically sustainable innovation. Presented by the Laurier Students’ Public Interest Research Group. (more)
Annual General Meeting
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LSPIRG By-laws
BY-LAW NUMBER 1
A By-Law relating generally to the
transaction of the business and affairs of the Laurier Students’ Public
Interest Research Group (Herein after referred to as the “Corporation”)
PREAMBLE
WHEREAS on February 24, 2006
the Laurier Students’ Public Interest Research Group incorporated
Laurier Public Interest Research Group; and
UNDERSTANDING
that the Laurier Students’ Public Interest Research Group is first
and foremost a public interest research group;
BE IT ENACTED, as a By-Law of
the Corporation, the following:
ARTICLE I
– GENERAL
Section 1: All other By-laws of the
Corporation are hereby repealed and replaced with this By-Law.
ARTICLE II
– MEMBERSHIP
Section 1: Membership in the Corporation
shall be limited to those persons have paid all applicable fees as outlined
in Section 4 of this Article;
Section 2: Members of the Corporation
shall be defined in two (2) separate ways:
- A “student” member shall
be defined as a student at Wilfrid Laurier University who has paid their
student membership fees as set by the Board of Directors through the
levy imposed by Wilfrid Laurier University for the current academic
term or if not registered for classes in the current academic term has
paid student membership fees in the previous term; and
- A “community” member
shall be defined as a person who has paid a community membership fee
as set by the Board of Directors.
Section 3: All Members of the Corporation
shall be entitled to:
- Make reasonable use of the
property of the Corporation in accordance with the rules and regulations
established by the Corporation from time to time;
- Participate in the Annual
General, General, and Special General Meetings of the Corporation;
- Nominate or second candidates
for the Board of Directors;
- Stand for election to the
Board of Directors;
- Attend all meetings of the
Board of Directors except those designated by the Board of Directors
to be in-camera; and
- Participate in any events
or activities sponsored by the Corporation or its agents, subject to
all statutory restrictions and other limits as are imposed by law or
the Corporation.
Section 4: All Members of the Corporation
shall be required to pay yearly dues established pursuant to this By-Law.
Section 5: The Board of Directors may
make adjustments to the yearly dues based on the annual rate of inflation
as published in the Consumer Price Index (CPI) for Canada (all items)
compiled by Statistics Canada effective on the 31st day of
December preceding the year for which the adjustment is made.
Section 6: Any adjustment based upon
inflation shall be considered fixed and effective following a decision,
reached by consensus, by the Board of Directors which need not be confirmed
by a vote of the members of the Corporation at an Annual General or
other meeting.
Section 7: Any changes, other than
those to account for the rate of inflation, as mentioned in Section
4 of this Article, to the dues or fees payable to the members of the
Corporation shall be considered fixed and effective when a decision
is reached, using consensus, by the Board of Directors and confirmed
by a simple majority of the votes of the members at an Annual General
or other meeting of members.
ARTICLE III
– MEMBERS’ MEETINGS
Section 1: The Annual General Meeting
of the members of the Corporation shall be held at such time as the
Board of Directors determines, within 15 months of the previous Annual
General Meeting.
Section 2: Any General Meeting of the
members of the Corporation shall be held at such time as the Board of
Directors determine, in the city where the head office of the Corporation
is situated.
Section 3: At least thirty (30) days’
notice of any Annual General Meeting of the members of the Corporation
shall be given to the members of the Corporation.
Section 4: At least fifteen (15) days’
notice of any Special General Meeting of the members of the Corporation
shall be given to the members of the Corporation.
Section 5: Notice of any Special General
Meeting shall contain adequate information to permit the members to
understand the issues presented.
Section 6: Notice of each meeting of
the members shall remind members that they have the right to vote by
proxy.
Section 7: At every Annual General
Meeting, in addition to any other business that may properly be transacted,
the report of the Board of Directors, the financial statements and the
report of the auditor shall be presented, elections for a new Board
of Directors shall be held, and the appointment of the auditors for
the ensuing year shall occur.
Section 8: Directors elected at the
Annual General Meeting shall not take office until the 1st
of May in the calendar year in which they are elected and shall vacate
said office on the 30th day of April in the succeeding calendar
year.
Section 9: Each member present in person
or by proxy at an Annual General, General or Special General Meeting
shall have the right to exercise one (1) vote.
Section 10: A member may, via means
of a written proxy, appoint another voting member of the Corporation
to attend and act at a specific meeting of the members, in the manner
and to the extent authorized by the proxy. No member may exercise more
than three (3) proxy votes at any one meeting.
Section 11: A simple majority of the
votes cast by the members present in person,
or by proxy, shall determine all questions in meetings except where
the vote or consent of a greater number of members is required by the
Corporations Act or These By-Laws.
Section 12: No error or omission in
giving notice, of any Annual General or General Meeting or any adjourned
meeting, whether Annual General or General, of the members of the Corporation,
shall invalidate such meeting or any proceedings taken thereat.
Section 13: A quorum for the transaction
of business at an Annual General, General or Special General Meeting
of the Corporation shall be 25 members of the Corporation present in
person or 10% of the members present in person, which ever number is
lower.
Section 14: An Annual General Meeting,
Special General Meeting or General Meeting shall be chaired by the President
or their Designate.
ARTICLE IV
– BOARD OF DIRECTORS
Section 1: The Board of Directors shall
be comprised of nine (9) Directors elected by the members
Section 2: The nine (9) Directors shall
be elected in two separate groups but all members of the corporation
attending an Annual General, or Special General Meeting will vote for
both groups. The groups will be elected in the following groups:
- Six (6) shall be elected
from the members of the corporation considered "student" members
- Three (3) shall be elected
from members of the corporation considered "community" members
Section 3: The Board of Directors shall
manage the business and affairs of the Corporation in all things.
Section 4: All Directors must be individuals,
at least 18 years of age
Section 5: There shall be a Chair of
the Board of Directors.
Section 6: The Chair of the Board of
Directors shall also be known as the President.
Section 7: The members of the Corporation
may remove a Director prior to the expiration of his or her term of
office via a resolution passed by a simple majority of votes of the
members of the Corporation at any General or Special General Meeting.
Section 8: The members of the Corporation
may, by a simple majority of votes, elect any other member of the Corporation
in the place of the Director who has been removed for the remainder
of the removed Director’s term.
Section 9: A Director shall be automatically
removed:
- If a Director has resigned
his or her office to the Chair of the Board of Directors;
- If he or she is found by
a competent authority to be incapable of fulfilling their duties as
a Director;
- If he or she is convicted
of a indictable criminal offence in a court of law;
- Upon death;
- Upon becoming bankrupt.
Section 10: A Director is considered
to have resigned if he or she is absent for three (3) consecutive meetings,
pending a final decision by the Board of Directors.
Section 11: Vacancies on the Board
of Directors occurring at any time during their term office:
- Need not be filled should
the Board of Directors, following a decision reached by consensus, see
fit to leave the position(s) vacant;
- Should the Board of Directors
deem it necessary to fill a vacant position(s), the Board of Directors
may appoint Directors of the Board, as long as the number of appointed
directors does not exceed three (3);
- Should vacancies on the
Board of Directors result in an inability to attain a quorum at meetings
of the Board of Directors, the remaining Directors shall, forthwith,
call a General Meeting of the members of the Corporation to fill all
vacancies;
- Any Director elected or
appointed due to a vacancy shall hold office for the reminder of the
term of office of the Director whose Directorship was vacant;
Section 12: Directors shall serve without
remuneration.
ARTICLE V
– POWERS OF DIRECTORS
Section 1: The Board of Directors administers
the affairs of the corporation in all things and may make or cause to
be made for the Corporation, in its name, any kind of contract which
the Corporation 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 by its charter or otherwise authorized
to exercise and do.
Section 2: The Board of Directors shall
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 of Directors
may prescribe.
Section 3: The Board of Directors is
hereby authorized, from time to time:
- To borrow money upon the
credit of the Corporation, from any bank, trust company or credit union,
upon such terms, covenants and conditions at such times, in such sums,
to such an extent and in such manner as the Board of Directors in its
discretion may deem expedient;
- To limit or increase the
amount to be borrowed;
- To issue or cause to be
issued bonds, debentures or other securities of the Corporation and
to pledge or sell the same for such sums, upon such terms, covenants
and conditions and at such prices as may be deemed expedient by the
Board of Directors;
- To secure any such bond,
debentures or other securities, or any other present or future borrowing
or liability of the company, by mortgage, hypothec, 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.
Section 4: The Board of Directors may
take such steps as it may deem requisite to enable the Corporation 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.
Section 5: The Board of Directors may
appoint such agents and engage such employees as it shall deem necessary
from time to time and such persons shall have such authority and shall
perform such duties as shall be prescribed by the Board of Directors
at the time of such appointment.
Section 6: The Board of Directors shall
fix remuneration for Officers, agents and employees and committee members.
Section 7: Should any of the officers
of the Corporation be unable to perform their duties, the Board of Directors
shall appoint an interim successor.
Section 8: The Board of Directors may
not act in any way, or pass any motion, regardless of consensus, that
is contrary to the By-Laws of the Corporation or seek to suspend the
By-Laws of the Corporation, and any such action or motion shall be considered
invalid and unenforceable.
ARTICLE VI
– DIRECTORS’ MEETINGS
Section 1: Members of the Corporation
shall be allowed to attend all meetings of the Board of Directors except
those meetings, or portions thereof, as are designated by the Board
of Directors to be in-camera in accordance with Section 3;
Section 2: Members of the Corporation
who are not Directors may be heard at meetings of the Board of Directors
if recognized by the Chair of the Board or if another Director asks
the Chair of the Board that they be heard;
Section 3: If, at any meeting of the
Board of Directors matters of a confidential or personal nature are
being discussed, the Board of Directors, following a decision reached
by consensus, may go in-camera. The following rules shall apply
to all in-camera sessions:
- A decision to go in-camera
must be reached by consensus by the Directors present;
- If a person who is not a
Director or an ex-officio member of the Board of Directors, wishes to
be allowed to be present at an in-camera session, the Board of Directors
must reach a decision by consensus;
- Once in-camera, no person
shall be permitted to leave the session except in cases of ill health,
an emergency of some kind (e.g. fire), or following a decision,
reached by consensus, by the Directors;
Section 4: Five (5) Directors shall
constitute a quorum for meetings of the Board of Directors;
Section 5: Meetings of the Board of
Directors may be held at any time in the city where the head office
of the Corporation is situated, provided that notice of said meeting
is given to each Director at least seven (7) days in advance;
Section 6: No formal notice of meetings
need be given to Directors should the meeting time and place be set
at a prior meeting of the Board;
Section 7: Meetings of the Board of
Directors may be called by the Chair of the Board, or by requisition
signed by at least two (2) Directors and delivered to the Chair of the
Board;
Section 8: Agendas for meetings of
the Board of Directors must be posted outside the head of office of
the Corporation, and other places as designated by the Board of Directors,
at least twenty-four (24) hours in advance;
Section 9: A meeting of the Board of
Directors may take place, without notice, immediately following the
Annual General Meeting of the Corporation;
Section 10: The Board of Directors
shall meet at least thrice during their Term in Office;
Section 11: No accidental error or
omission in giving notice of any meeting of the Board of Directors or
any adjourned meeting of the Board of Directors of the Corporation 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;
Section 12: Each Director, including
the Chair, shall be entitled to participate in the consensus process,
and have equal consideration of their voice in this process;
Section 13: In the absence of the Chair,
his or her duties shall be performed by the Vice-Chair or by another
Director, following a decision, reached by consensus, by the Board;
Section 14: The Chair of the Board
shall conduct the proceedings in accordance with the By-Laws and supplementary
policies of the Corporation and in general accordance with the consensus
decision making process;
Section 15: A record of all of the
proceedings at all meetings of the Board of Directors shall be kept
in a book provided for that purpose and the minutes of all such meetings
shall be made available for review by any Director of the Board;
Section 16: An emergency meeting
of the Board of Directors may be called when it is deemed necessary
by the Chair of the Board, or by two (2) Directors instructing the Chair,
in writing, to do so. The Chair of the Board shall notify all Directors,
by the most expedient means available, a minimum of six (6) hours in
advance of the meeting;
Section 17: Members of the Board
shall be entitled to attend meetings by phone or video conferencing;
Section 18: If a meeting in person
is not possible a meeting may be conducted by electronic methods;
ARTICLE VII
– OFFICERS
Section 1. The Officers of the Corporation
shall be the President, Vice-Chair, Treasurer, and Secretary;
Section 2. The President, Vice-Chair,
Treasurer and Secretary must be members of the Corporation upon time
of their election or being hired. The President, Vice-Chair, Treasurer,
and Secretary must be members of the Corporation during their term of
office;
Section 3. Following the Annual General
Meeting the Board of Directors shall elect from its members a
President, Vice-Chair, Treasurer, and Secretary;
ARTICLE VIII
– DUTIES OF OFFICERS
Section 1. The President, as Chief
Executive Officer of the Corporation, shall:
- Be responsible for ascertaining
that a quorum is present to begin a meeting;
- Be an Officer of the Corporation;
- Be a Member of the Corporation;
- Be elected among the members
of the Board of Directors by the Board of Directors at the first meeting
of the Board;
- Not hold office until the
1st of May following their election and shall vacate said
office on the 30th day of April in the succeeding calendar
year;
- Be subject to removal, with
just cause, by a decision, reached by consensus, by the Board of Directors
at any time;
- Be responsible for facilitating
the consensus decision making process;
- Be responsible for carrying
out any applicable direction from the Board of Directors;
- Be responsible for reporting
any points of significant interest to the Board of Directors;
- Serve as Chair of any Board
meeting, Annual General, Special General, or General Meeting of the
members of the corporation;
- Delegate their duties to
another member of the Board of Directors if neither themself or the
Vice-Chair can perform the duties of chair.
Section 2. The Vice-Chair of the Board
of Directors, shall:
- Be responsible for exercising
the powers of the President should the President be unable to fulfil
his or her duties, for whatever reason;
- Be an Officer of the Corporation;
- Be a Member of the Corporation;
- Be elected among the members
of the Board of Directors by the Board of Directors at the first meeting
of the Board;
- Not hold office until the
1st of May following their election and shall vacate said
office on the 30th day of April in the succeeding calendar
year;
- Be subject to removal, with
just cause, by a decision, reached by consensus, by the Board of Directors
at any time;
- Be responsible for any other
duties as assigned by the Board of Directors.
Section 3. The Secretary shall:
- Be an Officer of the Corporation;
- Be a Member of the Corporation;
- Be elected by the members
of the Board of Directors at the first meeting of the Board;
- Not hold office until the
1st of May following their election and shall vacate said
office on the 30th day of April in the succeeding calendar
year;
- Be subject to removal, with
just cause, by a decision, reached by consensus, by the Board of Directors
at any time;
- Enter or cause to be entered
in records the minutes of all proceedings at meetings of the Board and
members whether or not he or she attends such meetings;
- Give or cause to be given,
as and when instructed, all notices to members, directors, officers
and auditors;
- Be the custodian of the
stamp or mechanical device generally used for affixing the corporate
seal of the Corporation and of all books, records and instruments belonging
to the Corporation, except when some other officer or agent has been
appointed for that purpose;
- Have such other powers and
duties as otherwise may be specified.
Section 4: The Treasurer shall:
- Be an Officer of the Corporation;
- Be a Member of the Corporation;
- Be elected by the members
of the Board of Directors at the first meeting of the Board;
- Not hold office until the
1st of May following their election and shall vacate said
office on the 30th day of April in the succeeding calendar
year;
- Be subject to removal,
with just cause, by a decision, reached by consensus, by the Board of
Directors at any time.
ARTICLE IX
– STANDING COMMINTTEES
Section 1. The Board of Directors may,
from time to time, create standing committees and/or ad-hoc committees
as required.
ARTICLE X
– EXECUTION OF DOCUMENTS
Section 1. All contracts, documents
and instruments in writing shall be binding upon the Corporation following
the approval of the Board of Directors.
Section 2. Two of the following people
must sign all contracts, documents or any instruments in writing requiring
the signature of the Corporation, notwithstanding Section 3 and 4:
- President
- Vice-Chair
- Secretary
- Treasurer
Section 3. Notwithstanding any provisions
to the contrary contained in the By-Laws of the Corporation, the Board
of Directors may at any time, by consensus, direct the manner in which,
and the person or persons by whom, any particular instrument, contract,
or obligations of the Corporation may or shall be executed.
Section 4. Cheques and any monetary
instruments issued by the Corporation shall be signed and executed by
two (2) of the following people:
- President
- Executive Director/Coordinator
- Treasurer of the Board of
Directors
Section 5. No contracts or agreements
having legal or financial implications of a dollar amount over the limit
which may be determined from time to time, by the Board of Directors
may be undertaken by the Corporation through its Officers or agents
without being in writing and proper legal form specifically approved
by the Board of Directors.
ARTICLE XI
– AUDITORS
Section 1. The members of the Corporation
shall, at each Annual General Meeting, appoint an auditor to audit the
accounts and annual financial statements of the Corporation for report
to the members at the next Annual General Meeting.
Section 2. The auditor shall hold office
from the time of his or her appointment until the next Annual General
Meeting or until a successor is appointed.
Section 3. The Board of Directors shall
fix the remuneration of the auditor.
ARTICLE XII
– LIABILITY OF DIRECTORS
Section 1. Every Director of the Corporation
when exercising the powers and discharging the duties of a Director
must:
- Honestly, in good faith,
and in the best interest of the Corporation;
- Carry out the duties as
would a reasonable person in the circumstances; and
- Comply with the Corporation
Act, its regulations, any amendments to the Act or its regulations,
all other applicable laws, the Letters Patent, and the By-Laws of the
Corporation.
ARTICLE XIII
– PROTECTION OF DIRECTORS AND OFFICERS
Section 1. Except as otherwise provided
in the Corporations Act, no Director or Officer of the Corporation shall
be liable for the acts, receipts, omissions or defaults of any other
Director or Officer or employee or for any loss, damage or expense happening
to the Corporation through the insufficiency or deficiency of title
to any property acquired by the Corporation or 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 tortuous act of any person including any person
with whom any moneys, securities or effects shall be lodged or deposited
or for any loss, conversion, misapplication or misappropriation of or
any damage resulting from any dealings with any moneys, securities or
other assets belonging to the Corporation or for any other loss, damage
or misfortune whatever which may happen in the execution of the duties
of the Director’s or Officer’s respective office or trust or in
relation thereto unless the same shall happen by or through the Director’s
or Officer’s own wilful neglect or default.
ARTICLE XIV
– INDEMNITIES TO DIRECTORS AND OFFICERS
Section 1. 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:
- All costs, charges and expenses
whatsoever which such Director, Officer or other person sustains or
incurs in or about any action, suit or proceeding that is brought commenced
or prosecuted against the Director, Officer or other person for or in
respect of any act, deed, matter or thing whatever, made, done or permitted
by them, in or about the execution of the duties of such office or in
respect of any such liability; and
- All other costs, charges
and expenses which the Director, Officer or other person sustains or
incurs in or about or in relation to the affairs of the Corporation,
except such costs, charges or expenses as are occasioned by their own
wilful neglect or default.
Section 2. The Corporation shall indemnify
any person in such other circumstance as the Corporations Act or law
permit or require. Nothing in this By-Law shall limit the right of any
person entitled to indemnity to claim indemnity apart from the provision
of this By-Law to the extent permitted by the Corporations Act or Law.
ARTICLE XV
– SUPPLEMENTARY POLICIES
Section 1. The Board of Directors may
prescribe supplementary policies, not inconsistent with these By-Laws,
relating to the management and operation of the Corporation, as they
deem expedient.
Section 2. Supplementary policies,
not inconsistent with these By-Laws, relating to the management and
operation of the Corporation, shall be binding upon the Corporation.
Passed by the Board of Directors and
sealed with the corporate seal this 26th day of November
2009.
____________________________
President
____________________________
Vice-Chair of the Board of Directors
