White Branch

Stitch It Forward 

giving back to a community in need

Bylaws Index:

Section 1.Memberships

  1. Membership Fees

  2. Types of Memberships

  3. Loss of Membership

  4. Notice of Suspension or Expulsion

Section 2.Board of Directors

  1. Introduction

  2. Position Descriptions and Responsibilities

    1. Executive

    2. President

    3. Vice President

    4. Secretary / Treasurer

    5. Member at Large

  3. Board Committees

  4. Board Terms

  5. Suspension or Expulsion from the Board

  6. Board Meeting Attendance

Section 3.Signing Authority

Section 4.Audit

Section 5.Meetings

  1. General Meetings

  2. Special Meetings

  3. Annual General Meetings

  4. All Meetings

Section 6.Voting Rights

Section 7.Renumeration

Section 8.Borrowing Powers

Section 9.Fiscal Year

Section 10.Bylaw Changes

Section 11.Authorized signatures to approve attached bylaws as of June 19, 2019

 

 

 

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Section 1:  MEMBERSHIP

Membership Fees

Membership fee, if any, shall be determined by the members at the Annual General Meeting.  Fees will be used for operational, and administration expenses associated with memberships such as recruitment, recognition, equipment purchases and facility rental for members to utilize.  Fees will be due by April 1 of each year.   The cost of fees will not be adjusted if purchased later in the year.

 

Types of Memberships

The Society will offer three types of memberships:

  1.  Lifetime Memberships will be given to members who have dedicated their time, talents, and financial support to the organization for a minimum of 10 years.  A lifetime member will have no voting rights.  No membership fee will be charged to the Lifetime Member for the duration of their time with the organization.  At the Annual General Meeting there will be a presentation honoring all new Lifetime Members within the fiscal year.

  2. General Membership is open to all those who wish to apply on line or in person, must pay membership fee (if any) and remain in good standing with the Society.  The General Membership will be valid from April 1 to March 31.  No reduction in membership fee shall be granted if purchased later in the fiscal year. General Members will be allowed full access to all Society programing equipment during hours of operation.  Access to supplies will be approved by the managing staff or volunteer.

  3. Youth Membership is open to all youth under the age of 18 years old.  A parent or guardian will be responsible to manage the membership including correspondence, fees, schedules and projects.

Loss of Membership

A membership will be removed for the following reasons:

  1. if a member is in arrears of fees for more than three months, such member shall be automatically suspended and shall thereafter be entitled to no membership privileges or powers in the society until reinstated

  2. the Society will be a safe environment for all, therefore any violence, bullying, damage to property belonging to the Society or anyone/anything at the Society, foul language, or illegal actions will result in immediate suspension of membership.  The following Board of Directors meeting will discuss the future of the member which could include return membership, continued suspension for designate time period, or permanent loss of membership

  3. the member dies

  4. a member fails to maintain any qualifications for membership

  5. the member resigns by delivering a written resignation to the chair of the board of the Society in which case such resignation shall be effective on the date specified in the resignation

  6. the members term of membership expires (March 31 of each year)

  7. the Society is liquidated or dissolved under the Societies Act

  8. violating any provision of the articles, by-laws, or written policies of the Society;

  9. carrying out any conduct which may be detrimental to the Society as determined by the sole discretion of Board of Directors;

  10. for any other reason that the board in its sole and absolute discretion consider to be reasonable, having regard to the purpose of the Society.

Upon any termination of membership, the rights of the member, including voting and use of facility will automatically cease to exist.

Notice of Suspension or Expulsion

In the event that the Board determines that a member should be expelled or suspended from membership in the Society, the president, or such other officer as may be designated by the Board, shall provide immediate notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion in writing and verbally.

The member may make a written submission to the President or designate in response to the notice within a twenty (20) day period. During this period, the member will have no association with the Society.  If given a timed suspension, the time will begin the day the notice is given.

In the event that no written submissions are received, the member will be considered suspended or expelled from membership in the Society after the 20 day period. 

If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

 

Section 2:  BOARD OF DIRECTORS

Board of Directors, Officers, or Board, shall mean the Board of Directors of the Society.

A person elected to an Executive position becomes an Executive if:

  1. they were present at the meeting when being appointed or elected and did not refuse the appointment.  a

  2. they were not present at the meeting but consented in writing to act as an Executive before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.

All those elected to the Board of Directors must be a member good standing. 

The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. 

Executive

The Board Executive shall consist of the President, Vice President and Secretary/Treasurer. The Board will elect the Executive at the Annual General Meeting.  The Executive must be re-elected each year and can only hold a position for a maximum three consecutive years.

 

President

The President shall lead the Board of Directors.  He/she shall, when present, preside at all meetings of the society and of the Board.  In his/her absence, the Vice-President shall preside at any such meetings.  In the absence of both, a chairperson may be elected at the meeting to preside.

The responsibilities of the President include but not limited to:

  1. Overseeing the operations of the organization

  2. Have signing authority on all financial matters

  3. Manage membership suspensions and expulsions

  4. Call meetings as needed

  5. Positively represent the Society within the pubic

  6. Be ex-officio a member of all Committees

Vice President

The Vice President shall act as a back up to the President and support to the Executive.  The purpose of a Vice President is to prepare to be the next Board President if needed. 

The responsibilities of the Vice President include by not limited to:

  1. Assume the roles of the President when needed

  2. Prepare to take on the role of President in the future

  3. Attend meetings of the Board, Executive and committee as assigned.

  4. Have signing authority on all financial matters

  5. Positively represent the Society within the public

Secretary/Treasurer

The Secretary/Treasurer shall be one position with the following responsibilities:

  1. Attend all meetings of the society and of the Board

  2. Keep accurate minutes

  3. Have charge of the Seal of the society which whenever used shall be authenticated by the signature of the Secretary/Treasurer and the President, or, in the case of the death or inability of either to act, by the Vice-President. 

  4. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. 

  5. The Secretary/treasurer shall also keep a record of all the members of the society and their addresses, or assign delegate to do same

  6. Send all notices of the various meetings as required or assign delegate to do same

  7. Collect and receive the annual dues or assessments levied by the society and deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required or assign a delegate to do same

  8. The secretary/treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order, or assign a delegate to do same

  9. He/she shall properly account for the funds of the society and keep such books as may be directed. 

  10. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society.  

Member at Large

Members at Large are people on the Board of Directors which do not hold an Execute role.  They have full voting rights at all meetings.  They can be appointed to any and all responsibilities on the Board of Directors as needed with a majority vote.

Board Committees

Board Committees includes but not limited to:

  1. Fundraising committee – whose role is to raise the funds of the Society

  2. Financial Committee – whose role is to manage the funds of the Society

  3. HR Committee – whose role is to hire the Executive Director and Program Manager, staff evaluations, and volunteer recruitment.

  4. Project Committee – whose role is to find new projects and circulate them once completed by volunteers

Board Committees may consist of Board Members, Community Members, Society Members, Youth, and the general public as recruited by the Committee Chair.

Each committee will be responsible for creating their own terms of reference once the committee is created.

Each committee will be responsible for recruiting and screening their own members.

 

Board Terms

The Board members shall be elected to a term expiring not later than the close of the third AGM of members following the election.  Board members may be nominated for a second term after one year of off the Board Executive.

Suspension or Expulsion of Officers

All Board Members are subject to suspension or expulsion if they:

  1. do not attend three consecutive Board Meetings

  2. cause harm to the reputation of the organization

  3. have outstanding membership fees

  4. are unable to fulfill their responsibilities on the Board

  5. engage in illegal activities

  6. misrepresent the organization

  7. are unethical in their dealings with the Society

  8. post to social media anything derogatory towards the Society

  9. receive a unanimous vote from the Board to suspend or expulse the member

In the event that the Board determines that a Board member should be expelled or suspended from their duties within the Society, the president, or such other officer as may be designated by the Board, shall provide immediate notice of suspension or expulsion to the Board member and shall provide reasons for the proposed suspension or expulsion in writing and verbally.

The Board member may make a written submission to the President or designate in response to the notice within a twenty (20) day period. During this period, the member will have no association with the Society.  If given a timed suspension, the time will begin the day the notice is given.

In the event that no written submissions are received, the member will be considered suspended or expelled from the Board of the Society after the 20-day period. 

If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Board member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

Board Meeting Attendance

  1. Only elected Board Members may attend General Board Meetings unless invited by the Board President.

  2. The Executive (President, Vice President, Secretary, Treasurer) will meet on a as needed basis called by any of the people holding those positions plus invited guests.  Minutes from the Executive meetings shall be kept separate from the regular Board Meeting Minutes.

  3. All Board members are required to attend the Annual General Meeting unless approved previously by the President.

  4. All Board members are required to attend General Board Meetings unless approved previously by the President

 

Section 3:  SIGNING AUTHORITY

Those with signing authority for the organization shall consist of the President, Vice President, Secretary/Treasurer for all financial matters including accounts payable. 

The Executive Director has the authority to sign any contracts, grant applications, and other such documents once the Board has been notified.

In the event the Executive Director is unable to sign, any member of the Signing Authority members can do so.

 

Section 4:   AUDIT

  1. The books, accounts and records of the Secretary/Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual Meeting.  A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the society.  The Treasurer can not be one of the two members of the society to review the year end books.

  2. The books and records of the society may be inspected by any member of the society at the Annual Meeting or at anytime upon giving 72-hour notice and arranging a time satisfactory to the officer or officers having charge of same.  Each member of the Board shall always have access to such books and records.

 

Section 5:   MEETINGS

General Meetings

Meetings of the Board shall be called with 4 days notice by email, phone or written notification.

General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known address of each member, delivered in the mail eight days prior to the date of such meeting. 

The number that constitutes a quorum at the General Meetings is half the total number of Board members plus one person.

Special Meetings

A special meeting may be called on the instructions of any member provided they request the President in writing to call such meetings and state the business to be brought before the meeting. 

A special meeting shall be called by the President or Secretary upon receipt of a petition signed by two-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by letter to the last known address o each member, delivered in the mail eight days prior to the meeting.

The number that constitutes a quorum at a Special Meetings is half the total number of Board members plus one person plus at least one general member that is not a member of the Board of Directors

Annual General Meeting

The only persons entitled to be present at the Annual General Meeting of members, shall be those entitled to vote at the meeting, staff and the public accountant of the Society and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Society to be present at the meeting. Any other person may be admitted only on the invitation of the President.

This society shall hold an AGM on or before September 15 in each year, of which notice in writing to the last known email of each member shall be delivered mail 15 days prior to the date of the meeting. 

At this meeting there shall be elected a President, Vice-President, Secretary/Treasurer, and a maximum of five (5) and minimum of two (2) directors. 

The officers and directors so elected shall form a Board and shall serve until their successors are elected and installed. 

Any vacancy occurring during the year may be filled by an e-mail vote sent to all members including a biography of those applying for the position.  Any member in good standing shall be eligible to any office in the society.

The number that constitutes a quorum at an Annual General Meeting is half the total number of Board members plus one person plus at least one general member that is not a member of the Board of Directors

All Meetings

Half the number of board members plus one shall constitute a quorum. 

Minutes from the meetings will be posted in the office for all members to review.

Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following the election.

Disputes and controversies among members, directors, officers, committee members, or volunteers of the Society shall be resolved in a calm, respectful manner void of bullying, foul language, and violence.

Section 6:  VOTING RIGHTS

At General Board meetings each member of the Board of Directors shall have one vote except the president who does not have a vote on the Board unless there is a tie where he/she will have the final vote.

At a Special meeting all those present and are members in good standing shall have one vote except the president who does not have a vote on the Board unless there is a tie where he/she will have the final vote.

At the Annual General Meeting, all those present and are members in good standing shall have one vote except the president who does not have a vote on the Board unless there is a tie where he/she will have the final vote.  An advance vote can be given to the President by secret ballot. 

All votes to be on the Board, Bylaw changes, and disciplinary actions will be done by secret ballot.

Section 7:  ENUMERATION

Unless authorized by unanimous Board vote, Board members of the society shall not receive any renumeration for his/her responsibilities as a Board member.  Board members may claim expenses related to board business if prior approval has been granted by a unanimous Board vote at any general, special or annual general meeting.

 Section 8:  BORROWING POWERS

For the purpose of carrying out its objects, the society may borrow or secure the payment of money in such manner as approved by the Board of Directors. 

No person of membership, staff, Board, donors or partners will be responsible for the debt incurred.

The Board signing authorities are the only people responsible for signing a borrowing contract.

Section 9:  FISCAL YEAR

The fiscal year for the Society shall be April 1 to March 31 of each year.

 Section 10:  BYLAW CHANGES

The Bylaws may be rescinded, altered or added to by a “Special Resolution” at the Annual General Meeting or a “Special Meeting”.  21 days notice must be given to all members prior to the Meeting including a copy of the intended changes of Bylaws.  Notice must be shared in at least two methods which include email, written letter, posted in direct sight at the facility, on the Facebook page and/or on the website.  The resolution proposed may only be passed by a vote in approval of not less than 75% of the total membership, if entitled to do so, by voting in person or by proxy.