By-Laws

 

The Western Quebec Literacy Council

Le Conseil d’Alphabétisation de l’Ouest du Québec

BY-LAWS

(2011 Version)

Adopted by the Annual General Meeting,

September 17, 2011

Chapter I

General dispositions

Article 1 – Name

In these By-laws, the word “Association” refers to The Western Quebec Literacy Council/ le Conseil d’Alphabétisation de l’Ouest du Québec, also referred to as WQLC/CAOQ.

Article 2 – Head Office

The Head Office of the Association shall be in the Town of Shawville or any other place determined by the Board of Directors of the Western Quebec Literacy Council, hereinafter referred to as the Board of Directors.

Article 3 – Vision

The vision of the WQLC/CAOQ is to encourage and assist members of the Anglophone community of Western Quebec in developing the skills needed for lifelong learning, so as to enable them to assume their social roles, to contribute to their personal growth and the development of their community.

Article 4 – Mission

4.1       The mission of the WQLC/CAOQ is to assist members of the Anglophone community in improving their reading, listening, speaking, numeracy and other life skills through individualized programs.

4.2 As a not-for-profit and charitable organization, the     WQLC/CAOQ recruits and trains volunteer tutors who provide support services.

4.3  The Association promotes its mission throughout the Province of Québec.

 

Article 5 – Aims and Purposes

The WQLC/CAOQ is a not-for-profit and charitable organization seeking to achieve the following objectives:

5.1  to identify members of the Anglophone community the Association might assist in achieving a functional level of reading, writing, oral communication, numeracy, and essential skills, through the provision of individualized teaching and tutorial services;

5.2 to recruit, train, supervise volunteer tutors, and enhance their skills;

5.3  to promote community action as a response to the problem of illiteracy and in order to enlist community support;

5.4 to raise funds by various means to support its operations; and

5.5 to cooperate with any person, corporation, or group having similar aims and objectives.

Chapter II

Membership

Article 6 – Membership Categories

There shall be two (2) categories of members: active members and honorary members.

Article 7 – Active Members

All persons interested in taking part in the activities of the Association may become active members, provided they meet the following conditions:

7.1 are 18 years of age or older;

7.2 are residents of Western Quebec;

7.3 receive or provide volunteer services from or on behalf of the Association; or

7.4 work without fee or reward to achieve the aims of the Association; and

7.5 meet any and all other conditions that may bet set by the Board of Directors, notably the payment of annual dues.

Article 8 – Honorary Members

The Board of Directors may, at any time, confer an honorary membership upon any person seemingly deserving of that title. Honorary members do not have the right to vote and are not eligible to serve on the Board of Directors.

Article 9 – Annual Fee

The amount of the annual dues is determined by the Board of Directors, as are the time, place, and means of payment.

Article 10 – Membership Card

The Board of Directors may, if it sees fit, issue membership cards prior to the Annual General Meeting.

Article 11 – Suspension or Expulsion of a Member

The Board of Directors of the Association may suspend or expel a member who omits to pay the annual membership dues, breaks any rule or regulation, or whose conduct is contrary to the ways of the Association.

Prior to proceeding with the suspension or expulsion of a member, the Board of Directors must provide that person with an opportunity to be heard and advise him or her of when the hearing will take place.

Chapter III

 General Meeting of Members

Article 12 – Annual General Meeting

The Annual General Meeting shall be held within one hundred and twenty (120) days of the expiry of the fiscal year, namely June 30th. The date, time, and place of the Annual General Meeting shall be determined by the Board of Directors. A Notice of meeting shall be sent to all members; at least ten (10) days prior to the Annual General Meeting, but the general meeting may adopt a by-law allowing for the Notice of meeting to be delivered by any other mode.

Article 13 – Extraordinary Meeting

13.1 Any meeting of the membership, other than the Annual General Meeting, constitutes an extraordinary meeting.

13.2 The Board of Directors or ten percent (10%) or more of the active membership may, if needed, convene an extraordinary meeting at a date, time, and place they determine.

13.3 The Secretary is then required to convene such a meeting, allowing for a ten-day (10) notice to be given to each member. A Notice of meeting specifying the date, time, and place of the extraordinary meeting shall be sent by registered post to all members, at their last known address. The Notice of meeting shall also be published in a local newspaper.

13.4 The extraordinary meeting shall be convened by the Board of Directors, by resolution, or, in the case of its being convened by ten percent (10%) or more of the active membership, by a written request signed by all of these members.

13.5 The Notice of meeting of an extraordinary meeting must state the reason or reasons for the meeting.

Article 14 – Omission in Giving Notice

14.1 The accidental omission in giving notice of meeting to a member shall not invalidate a meeting of the membership.

14.2 The fact that a member is present at a meeting of the membership may be interpreted as his or her waiving the Notice of meeting, barring any objection on his or her part.

Article 15 – Quorum for Meetings of the Membership

15.1  Twenty-five percent (25%) of the active membership in attendance at the Annual General Meeting shall constitute a quorum for meetings of the membership.

15.2  Should there not exist a quorum at an Annual General Meeting, the Board of Directors shall postpone the meeting and convene another meeting within three (3) months. A new Notice of meeting shall be sent out and the active members present shall constitute a quorum

15.3  In the absence of a quorum at an extraordinary meeting of members, such a meeting shall be dissolved and the Board of Directors may decide to convene a new one. The active membership may formulate a new request in accordance with the provisions of article 13.

Article 16 – Agenda for the Annual General Meeting

16.1 The Agenda shall be limited to subjects mentioned in the Notice of meeting.

16.2 The Agenda for the General Annual Meeting shall contain at least the following subjects:

16.2.1 Adoption of the active membership list in attendance;

 16.2.2  Adoption of the Agenda

16.2.3  Adoption of the Minutes of the last Annual General Meeting

16.2.4  Approval of the Board of Directors’ Report

 16.2.5  Approval of the Financial Statements

 16.2.6  Approval of the Budget

 16.2.7  Approval of new or revised By-laws adopted by the Board of Directors since the last Annual General Meeting

            16.2.8  Election or re-election of members of the Board of Directors.

Article 17 – Voting at a Meeting of the Membership

17.1 Active members are entitled to one vote each at a meeting of members. Voting by proxy is prohibited. In case of a tie, the Chairperson shall cast a deciding vote.

17.2 A declaration by the Chairperson that a resolution has been carried or not carried unanimously or by a majority and an entry to that effect in the Minutes shall constitute prima facie proof of the fact, without proof of the number or proportion of the votes accorded in favour of or against such resolution.

17.3 Voting shall occur by a show of hands, unless three (3) active members in attendance demand a secret ballot. In such a case, the meeting shall decide then and there to hold a secret ballot. In the case of a secret ballot, the Chairperson shall appoint two (2) Scrutineers from among the members in attendance. These Scrutineers shall not have the right to vote; they shall distribute and collect the ballots, compile the results of the vote and pass these on to the Chairperson.

17.4 Barring provisions to the contrary in the law or in these By-laws, all propositions submitted to a meeting of the membership shall be adopted by a simple majority vote (50% +1).

Chapter IV

 Board of Directors

Article 18 – Number of Directors

The Board of Directors shall be comprised of seven (7) elected members. In addition to the Executive Committee, the Board of Directors may include representatives drawn from the users of the services provided by the Association.

Article 19 – Eligibility to Serve on the Board of Directors

19.1     Only an Active Member present at the Annual General Meeting may be elected to the Board of Directors. Members of the Board of Directors shall be elected at the Annual General Meeting.

19.2     Persons serving on the Board of Directors shall not formally represent any given government authority and shall be independent from the governmental network and other funding bodies.

 Article 20 – Remuneration of Directors

Members of the Board of Directors shall not be remunerated. They may be reimbursed for expenses incurred in the course of their duties. All reimbursements to Directors shall be authorized by the Board of Directors.

Article 21 – Term of duties

Members of the Board of Directors shall serve for a term of one year; but may be re-elected at the end of their term.

 Article 22 – Vacancy

Should a vacancy occur during the year, the remaining members of the Board of Directors may nominate another Director from among the active membership to fill such a vacancy for the remainder of the vacated term. Whenever a vacancy occurs during the year, the Board of Directors shall continue to exercise its functions, as long as a quorum continues to exist.

Article 23 – Quorum

A quorum exists as long as three (3) members are present at any given time during a meeting of the Board of Directors.  Where the quorum ceases to exist, another meeting of the Board of Directors must be convened.

 Article 24 – Duties of the Board of Directors

The Board of Directors is elected to administer all the business of the Association. Without limiting the generality of the foregoing, the Board of Directors shall:

24.1 give itself an internal structure by electing an Executive Committee from among its members, as soon as possible following an Annual General Meeting;

24.2 take all actions necessary to achieve the goals of the WQLC/CAOQ, in accordance with the law and these By-laws;

24.3  adopt new By-laws or amend By-laws, as appropriate;

24.4  adopt the resolutions necessary to achieve the goals of the WQLC/CAOQ;

24.5 make the required decisions pertaining to the hiring of staff and their remuneration;

24.6 make decisions about the costs and expenses that may be authorized; and about the contracts and obligations that may occur;

24.7  prepare an annual budget to be ratified by the Annual General Meeting;

24.8 set the conditions for membership and the annual membership dues;

24.9 ensure that the By-laws are enforced and that resolutions are carried out.

 

Article 25 – Conflict of Interest

25.1  Each Director shall avoid placing him/herself in a situation where his/her personal interest comes in conflict with his duties as a Director. No Director should have a personal interest in any contract or transaction involving the Association. Furthermore, no Director should derive any personal benefit from opportunities that arise as a result of his/her relationship to the Association.

25.2 Barring any decision to the contrary by the Board, any Director finding him/herself in a conflict of interest when the Agenda for a meeting of the Board of Directors is introduced shall declare his/her conflict and vacate his/her seat when discussion on that topic arises and when a decision or a vote is taken.

25.3  Should a Director fail to declare the existence of a conflict of interest, pursuant to article 25.2, any Director may ask that he/she leave the meeting while the Board of Directors determines and votes on whether a real or suspected conflict of interest exists.

Article 26 – Meetings of the Board of Directors

26.1 The Board of Directors shall hold at least four (4) meetings during its mandate.

26.2 The Notice of meeting may be in writing or verbal and, allowing for exceptions, notification shall be given two (2) days prior to a Board meeting.

26.3  A majority of Board members may convene a meeting of the Board of Directors, following a written request addressed to the Secretary of the Board.

26.4 If all members of the Board of Directors are present , they may, if all concur, hold an official meeting and, that being the case, no Notice of meeting shall be required, if all members sign a renunciation to that effect to avoid any doubt being raised as to the official nature of the meeting.

 

Article 27 – Agenda for Meetings of the Board of Directors

All discussion and all resolutions passed shall be limited to matters mentioned in the meeting Agenda adopted at a given meeting.

Article 28 – Committees of the Board of Directors

The Board of Directors may mandate specific studies to be conducted by committees whose make-up and mandate shall be determined by the Board of Directors. The Board of Directors shall not be held by the recommendations of such committees, but shall allow all members to be apprised of all committee reports, in accordance with terms and conditions set by the Board.

Chapter V

 Executive Committee

Article 29 – Composition of the Executive Committee

The Executive Committee is made up of the Chairperson, the Vice-Chairperson, the Secretary, and the Treasurer.

Article 30 – Election of the Executive Committee

Members of the Executive Committee are elected or appointed by and from the Board of Directors. The Board of Directors may remove a member of the Executive Committee for cause.

Article 31 – Meetings of the Executive Committee

The Executive Committee shall meet as often as is necessary. All members of the Executive Committee must be present when it meets. Decisions of the Executive Committee must be ratified by the Board of Directors.

Article 32 – Chairperson

The duties of the Chairperson of the WQLC/CAOQ shall include the following:

32.1 preside over all meetings of the Board of Directors, the Executive Committee, and meetings of members;

32.2 take part ex officio in all committees of the Board of Directors;

32.3 cast the deciding vote at meetings of members, where applicable only;

32.4 oversee the execution of all decisions of the Board of Directors;

32.5 carry out all duties stemming from the By-laws or assigned by the Board of Directors or the Executive Committee;

32.6 sign, along with the Secretary, all official documents involving a commitment on the part of the WQLC/CAOQ;

32.7 assume responsibility for all public relations.

Article 33 – Vice-Chairperson

The Vice-Chairperson shall replace the Chairperson in his/her absence, and exercise all of the Chairperson’s prerogatives. He/she shall carry out all duties stemming from the By-laws or assigned by the Board of Directors or the Executive Committee.

Article 34 – Secretary

The duties of the Secretary shall include the following:

34.1 the production of all Minutes of the meetings of the membership, as well as those of the Board of Directors and the Executive Committee;

34.2 the safe keeping of the archives, the Minutes book, the Board and members registry;

34.3 the signing, along with the Chairperson, of all official documents involving a commitment on the part of the WQLC/CAOQ;

34.4 the production of various reports, as required by law;

34.5 the management of correspondence on behalf of the WQLC/CAOQ;

34.6 the performance of all other duties stemming from the By-laws or assigned by the Board of Directors or the Executive Committee.

Article 35 – Treasurer

The duties of the Treasurer shall include the following:

35.1 the financial management of the affairs of the WQLC/CAOQ;

35.2 the signing, along with the Chairperson, of all cheques and commercial effects;

35.3 the overseeing of bank deposits;

35.4 the performance of all other duties stemming from the By-laws or assigned by the Board of Directors or the Executive Committee.

Article 36 – Remuneration

Members of the Executive Committee shall not be remunerated for their services. They may be reimbursed for expenses incurred in the course of their duties.  All reimbursements to members of the Executive Committee shall be authorized by the Board of Directors.

Chapter VI

 Finances

Article 37 – Financial Affairs

The Board of Directors shall choose the banking institution where the WQLC/CAOQ shall conduct its business.

Article 38 – Fiscal Year

38.1 The fiscal year end of the WQLC/CAOQ shall be June 30 annually.

38.2 The Board of Directors may choose any other date that is more convenient.

Article 39 – Access to Books

39.1 The books of the WQLC/CAOQ shall be updated as soon as possible at the end of each fiscal year.

39.2 Any member in good standing may consult the books, by request made to the Treasurer, on site and during the normal office hours of the Head Office.

Article 40 – Financial Statements

40.1  The Financial Statements for the previous year shall be produced by September 30 of the current year.

40.2 Any member in good standing may consult the Financial Statements of the previous years, once these have been adopted by the Annual General Meeting and in accordance with the dispositions governing access to books.

Chapter VII

WQLC/CAOQ Staff

Article 41 – Executive Director

41.1 The Board of Directors shall fill the position of Executive Director with a person who is not a member of the Board of Directors.

41.2 The job description and remuneration of the Executive Director shall be set by the Board of Directors.

41.3 The Executive Director is under the control of and accountable to the Board of Directors and the Executive Committee.

41.4 The Executive Director takes part ex-officio in meetings of the membership and of the Board of Directors. He/she may be invited to sit in meetings of the Executive Committee; however, he/she does not have the right to vote at any of the above proceedings.

41.5 The Board of Directors shall define the duties and responsibilities of the Executive Director in writing and as needed.

Article 42 – General Duties and Responsibilities of the Executive Director

42.1 Under the responsibility of the Board of Directors, the Executive Director is responsible for the management and planning of the overall activities of the Association;

42.1 The Executive Director, in concert with the Board of Directors, the Executive Committee and the membership, contributes to developing and ensuring the implementation of policy and strategic analysis for the Association, in addition to developing policy relative to human resources management, financial, material, and information resources.

42.3 The Executive Director carries out the decisions of the Board of Directors and the Executive Committee.

42.4 The Executive Director ensures coordination and provides leadership for other Association staff.

42.5 The Executive Director ensures coordination and provides leadership for the teams of volunteer tutors and the users of the Association’s services.

42.6 The Executive Director carries out any other task or function requested or assigned by the Board of Directors or the Executive Committee.

Article 43 – Other Staff

43.1 The Board of Directors may authorise the hiring of other staff by the Executive Director.

43.2 Acting on advice from the Executive Director, the Board of Directors determines the job description and remuneration for each employee.

Chapter VIII

Final Provisions

Article 44 – Amendments to the By-laws

44.1 The Board of Directors may repeal or amend any provision of these By-laws;

44.2 Any repeal or amendment shall be in effect until the following Annual General Meeting of members, unless it is otherwise ratified by an extraordinary meeting of the membership.

44.3 Should the repeal or amendment as adopted by the Board of Directors not be approved by a simple majority of members at the general meeting of the membership, it shall cease to be in effect then and there.

Article 45 – Interpretation

In case of a misunderstanding between the French and English versions of the By-Laws, the English By-Laws will take precedence.

 Article 46 – Coming into Effect

The present By-laws replace those of January 21, 1992, of May 25, 1994, of August 23, 1995, of August 16, 1997, of September 28, 2002, and of September 25, 2005.

Adopted by the Annual General Meeting, September 17, 2011