AGM – Constitution & By-Laws
Hornby and Denman Community Health Care Society
Proposed Constitution and By-laws as of August 31st, 2015
The name of the Society is:
The Hornby and Denman Community Health Care Society
The purposes of this Society are:
To optimize the health and health services for residents of Denman and Hornby Islands.
To achieve these purposes, the Society will operate and facilitate programs to provide a locally run, integrated health care system on the islands. The programs will include:
- Home Care Services
- Mental Health Services
- Child, Youth and Family Services
- Community Support Services
- Education and Public Awareness Initiatives
- Medical Care Services
- Other Health Care Services as needed
In the event of the dissolution or winding up of the Society, all assets shall be distributed to one or more charitable organizations operating within the area of operation of the Society.
This provision is unalterable.
Hornby and Denman Community Health Care Society
By-law I Membership
- The members of the Society agree to be bound by the Constitution and By-laws and include every class of member established by the Society.
- All members are in good standing except a member who has failed to pay the current annual membership fee or any other subscription or debt due and owing to the Society; the member is not in good standing so long as the debt remains unpaid.
- A person shall cease to be a member of the Society on having been a member not in good standing for six (6) months.
- Any member who desires to withdraw from membership in the Society will notify the Board of Directors in writing to that effect and, on receipt by the Board of Directors of such notice, the member shall cease to be a member.
- Any member may for cause shown be expelled from the Society by a minimum three-fourths (3/4) vote of the entire Board of Directors.
- The Society shall keep a register of its members.
- The Society shall enter in the register the name of every person who is a member of the Society, together with the following particulars of each:
- the full name, resident address and/or e-mail;
- the date on which a person becomes a member;
- the date on which a person ceases to be a member;
- the class of membership, if provision is made for classes.
- A member of the Society is not, in their individual capacity, liable for a debt or liability of the Society.
By-law II Meetings
Meetings of Directors
- There shall be not less than eight (8) Board of Directors meetings per year. The quorum for the transaction of business at such meetings shall be a majority of the Directors then in office.
- Questions arising at any meeting of the Directors shall be decided by a majority of votes. In case of a tie the resolution fails.
- A resolution in writing signed by all the Directors shall be valid and effectual as if it had been passed at a meeting of Directors duly called and constituted.
Meetings of Members
- An annual general meeting of the Society shall be held at least once in every calendar year and not more than fifteen (15) months after the adjournment of the previous annual meeting.
- The annual general meeting of the Society shall be held alternately on Denman and Hornby Islands.
- The Society shall give at least fourteen (14) days’ written notice of a general meeting of the Society to its members entitled to receive notice of a general meeting.
- The quorum for the transaction of business at a general meeting of the Society is six (6) members in good standing.
- A member is not entitled to vote on a resolution unless they have been a member in good standing for sixty (60) days prior to the meeting.
- A member in good standing present at a meeting of members is entitled to one vote. Voting is by show of hands or by written ballot if requested by a majority of those in attendance.
- The Directors of the Society shall place before each annual general meeting of the Society:
- the financial statements required by this section;
- the report of the accountant;
- where the Society has a subsidiary, a copy of the financial statement of the subsidiary for a fiscal period ending within the period of the financial statement of the Society and a copy of the accountant’s report on the financial statement of the subsidiary;
- the report of the Directors to the members; and
- such further information respecting the Society as the by-laws require or the regulations prescribe.
- The financial statements shall be comparative statements relating the last fiscal year to the previous one.
- Notwithstanding subsection (2), the financial statement may relate only to the period ending not more than 6 months before the annual general meeting if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be placed before the meeting.
- The financial statements shall consist of:
- a statement of income and expenditure for each period;
- a statement of surplus for each period;
- a statement of source and application of funds for each period; and
- a balance sheet as of the end of each period, but it is not necessary that the statements be identified by those names.
- Notwithstanding subsection 21 c. a statement of source and application of funds may be omitted if the reason for the omission is set out in the financial statement.
Meetings of Members – continued
- In the event that the membership becomes dissatisfied with the operations of the Society, the following procedures would apply: on receiving a petition of 25% of the members in good standing, the Directors of the Society shall call a general meeting.
- The Petition shall:
- state the purpose of the general meeting;
- be signed by the members; and
- be delivered or sent by registered mail to the address of the Society, and may consist of several documents in like form each signed by one or more members.
- If, within twenty one (21) days after the date of the delivery of the petition, the Directors do not convene a general meeting, the members, or a majority of them, may themselves convene a general meeting to be held within four (4) months after the date of the delivery of the petition.
- A general meeting convened by the members shall be convened in the same manner, as nearly as possible, as general meetings are convened by the Directors.
By-law III Directors and Officers
- The officers of the Society shall be President, Vice-President, Treasurer, and immediate Past President.
- The Board of Directors shall be made up of members of the Society, exclusive of those members who are paid employees of the Society. There shall be no less than two (2) Board members from each of Hornby and Denman Islands. It is considered desirable to have equal representation from each island and to alternate the position of President between Islands on a bi-annual basis.
- The number of Directors shall be between six (6) and ten (10), each of whom shall serve for a period of two (2) years.
- Members of the Board of Directors shall be eligible for re-election, subject to a limit of six (6) consecutive years as a member of the Board. After six (6) consecutive years as a member of the Board, a member must be off the Board for not less than two (2) full years before again becoming eligible for election. In unique circumstances, the 6 year consecutive rule may be waived by 3/4 vote of the membership at an Annual General Meeting. It is understood that the 6 year rule is in place to foster a vibrant and representative Board of Directors and should only be waived in very unique circumstances.
- Election of officers of the Board of Directors and members of the Board of Directors will be by a show of hands, unless a ballot is requested by any member.
- The Directors of the Society shall receive no remuneration.
- A Director may be removed from office by special resolution and another Director may be elected or may be appointed to serve during the balance of the term.
By-law III Directors and Officers – continued
- At the discretion of the Board, a Director who misses attendance at three (3) consecutive meetings of the Board may be required by motion of the Board to resign as a Director.
- The Directors may arrange to fill any vacancy on the Board of Directors for the remainder of the unexpired term and such vacancies shall be filled first from amongst the members in good standing at the time the vacancy occurs.
- All Directors will assist in compiling a slate of nominees for the position of Director for election at the Annual General Meeting. However, additional nominations shall be accepted from the floor at the Annual General Meeting with the consent of each nominee. This consent must be written if the nominee is not present at the Annual General Meeting.
- The Board of Directors shall have the power to create and specify the duties of special committees as required to perform tasks or studies required to further the work of the Society.
- An advisory committee may be appointed by the Board of Directors to include members of the community, who through their special skills, can advise the Directors on areas of which they have special knowledge.
- The Board of Directors shall be responsible for reviewing of all personnel matters.
- The Board of Directors shall review the Mission Statement and Goals of the Society annually and review the Constitution and Policies as necessary.
By-law IV Duties of Officers
- The President or Vice-President normally shall preside at all meetings but in certain instances, with the consent of the meeting, another Director shall be appointed to chair that meeting.
- The President shall be a de facto member of all Committees.
- The Vice-President shall assist the President and shall assume duties of the President in the absence of the latter.
- The Chair shall ensure that minutes are kept of all Board Meetings and that official records are filed for reference at the Society office.
- The Treasurer shall be responsible for the keeping of such financial records, including books of account, as are necessary to comply with the Societies Act, and provide financial statements to the Directors, members and others when required.
- The immediate past President shall assist the President and Board to become familiar with their duties.
By-law V Standing Committees
- Standing committees and any other committees which may be struck shall include general members as available, but must be chaired by a Board member. The President and Executive Director are de facto members of all committees. Program staff shall participate in program related committees. Standing committees shall report regularly to the Board of Directors and annually at the Annual General Meeting
- The Membership Committee shall consist of two (2) members of the Board, one from each island. They will organize membership drives on both islands with participation from other Directors and volunteers.
- The Finance Committee shall consist of the Treasurer and two (2) or more Board members. Along with the Executive Director, the Committee shall:
- draft the annual budget for approval by the Board of Directors;
- ensure the books and financial statements are reviewed annually by a qualified professional accountant appointed by the Board of Directors;
- obtain estimates for all major expenditures and purchases.
- The Home Care Committee shall consist of four (4) or more Board members. The Committee shall:
- advise the Board with respect to the administration and delivery of home care related programs;
- review and recommend necessary revisions to the policies and practices with respect to home care related programs;
- assist the Executive Director with respect to grant applications and the negotiation of the contract with the health authority;
- advise the Board and Executive Director of trends and needs that affect seniors on Hornby and Denman Island.
- The Children, Youth, Family and Community Mental Health Committee shall consist of two (2) or more Board members. The Committee shall:
- periodically review and recommend necessary revisions of existing program policies;
- advise the Board and Executive Director of trends and needs that affect children, youth and families on Hornby and Denman Island;
- act as a conduit for feedback from the communities of Hornby and Denman that relate to children, youth and families;
- examine, understand and promote mental health services for Hornby and Denman Island.
- The Hornby Clinic Committee shall consist of at least one (1) Board member and three (3) or more other members. The members should have knowledge of the requirements of the Clinic and preferably expertise in building structures. The Committee shall:
- ensure effective building upkeep and ongoing maintenance of the Clinic and the Society buildings;
- review the need for improvements/additions/future development to the Clinic and recommend to the Board expenditures from the Building Reserve Fund;
- annually, or more often if necessary, review requests and make recommendations to the Board on programs and equipment for the benefit of the Hornby community to be spent from the Hornby Health Fund;
- have regular meetings with the doctors and nurse practitioner working at the Clinic.
By-law VII Banking
- All funds received shall be deposited in the Name of the Society at the Financial Institution selected by the Directors.
By-law VIII Borrowing
- The Society may borrow, raise or secure the payment of monies in such manner and amount as shall be sanctioned by a special resolution of the Board.
By-law IX Receipt of Assets
- Contracts and Grants: The Society principally operates its range of services via negotiated contracts with funders and/or by applying for and acquiring specific project grants.
- Gifts and Donations: In order to enhance and/or complement its service delivery capacity, the Society, at the discretion of the Board of Directors, accepts gifts and donations from time to time. They may be in the form of cash, securities, real estate, property or other assets. Charitable tax receipts in accordance with tax regulations will be issued where appropriate.
By-law X Amendments
- This Constitution may be amended at any general meeting of the Society by a 75% or 3/4 vote of members present, provided the proposed amendments were submitted to the membership in writing at least fourteen (14) days in advance of the meeting.