Definitions

In these and all other bylaws of the corporation, unless the context otherwise requires of specifies:

 

(a)    “Act” means The Non-Profit Corporations Act, 1995, as amended or replaced from time to time, and in the case of such amendment, any references to the bylaws of the corporation shall be read as referring to the amended provisions;

(b)    “the corporation” means Vickers Recreation Care Program Inc. (VRCP);

(c)    “the directors”, “board”, and “board of directors” means the directors of the VRCP;

(d)    All terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act;

(e)    Word importing the masculine gender shall include the feminine, and words importing the singular shall include the plural, and vice versa;

(f)    “member” means a regular member.

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Objectives

The objects of the corporation are:
(a)    To provide childcare to members of VRCP.

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Fiscal Year

The fiscal year of the corporation shall end on the 30th day of September in each year

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Membership

(a)    The membership of the corporation shall consist of parent(s) of children attending VRCP and who have paid the membership fee.
(b)    (i)    All members are entitled to the right to one (1) vote per family at meetings of members.
        (ii)    In the event the children of members reside in more than one household, parents of the children share the one (1) vote of membership between them.
(c)    Membership fees payable to the corporation are:

      (i)    Annual membership is $25.00 per year, per family.

(d)    Membership fees are not refundable once paid.

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Meeting of Members

 (a)   An Annual General Meeting of members shall be held in the month of May in each year at a time and place to be determined by the directors.
(b)   The directors may call a Special Meeting of members at any time, but shall do so upon the written request of at least 51% of the members.
(c)   All business transacted at a Special Meeting of members or at an Annual Meeting of members, other than consideration of financial statements and an auditor’s report, election of directors, and reappointment of an incumbent auditor, is deemed to be special business.
(d)   No special business may be transacted at a meeting of members unless the notice of meeting stated the nature of the business in sufficient detail to permit members to form a reasoned judgment thereon.
(e)   Notice of the time and place of a meeting of members shall be sent, not less than seven (7) days or more than fifty (50) days before the meeting, to each member entitled to attend the meeting and to the auditor.
(f)   No regular member is entitled to more than one (1) vote on any questions.
(g)   Regular members shall vote by a show of hands except where a ballot is demanded by a member either before or after a vote by a show of hands.
(h)   50% of regular members personally present at the opening of a meeting shall constitute a quorum.
(i)   The conduct of meetings shall be governed by the latest revised edition of Robert’s Rules of Order with the President leading each meeting.

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Directors

(a)   There will be a minimum of two (2) and a maximum of six (6) directors.
(b)   The directors shall manage the activities and affairs of the corporation.
(c)   Directors shall be elected at the Annual General Meeting. Each director must have a child enrolled in the program during the year he/she seeks to sit on the board. Directors must attend 50% of monthly meetings. Directors shall serve alternating 2 year terms.
(d)   Where there is a vacancy on the board of directors, and:
(i)   Where there is a quorum of directors, the remaining directors:
   1.   May exercise all the powers of the directors; or
   2.   May fill the vacancy.
   3.   May fill the vacancy until the next Annual General Meeting.
(ii)   Where there is not a quorum of directors, the remaining directors shall call a general meeting for the purpose of electing regular members to fill any vacancies.
(e)   Every director shall be given, by letter, telephone, or e-mail at least 5 days notice of every meeting of directors, with agenda included.
(f)   The quorum at board meetings shall be a majority of the directors.
(g)   At the first meeting of the directors after the Annual General Meeting, the directors shall choose a Chair for the next year’s meetings.

 

Officers

The board of directors shall, by majority vote:
(a)   Designate the offices of the corporation, appoint persons as officers, specify the duties and delegate powers to manage the business affairs of the corporation to them.

Financial Disclosure

(a)   The directors shall place before the members at every Annual General Meeting:

        (i)   Financial statements for the year ended not more than nine (9) months before the Annual General Meeting;
       (ii)   The report of the auditor, if any; and
       (iii)   Any further information respecting the financial affairs of the association.
(b)   The directors shall approve the financial statements and shall evidence their approval by the signature of one (1) or more directors.
(c)   No financial statement shall be released or circulated unless it has been approved by the directors and is accompanied by the report of the auditor.
(d)   The corporation shall make available a copy of its financial statements and report of the auditor to each member at each Annual General Meeting.

 

Amendments to Bylaws

(a)   The directors may, by resolution, make, amend, or repeal any bylaws that regulate the activities and affairs of the corporation.
(b)   The directors shall submit a bylaw, or an amendment or repeal of a bylaw, to the next Annual General Meeting of members, and the member may, by ordinary resolution, confirm, reject or amend the bylaw, amendment or repeal.
(c)   A bylaw, or an amendment or repeal of a bylaw is effective from the day of the resolution of directors until confirmed, confirmed as amended, or rejected by the regular members.
(d)   If a bylaw, or any amendment or repeal of a bylaw, is rejected by the regular members or is not submitted to the next meeting of members, the bylaw, amendment or repeal thereof, ceases to be effective and no subsequent bylaw, amendment or repeal having substantially the same purpose or effect shall be effective until confirmed or confirmed as amended by the regular members.

 

Liquidation and Dissolution

The property of the corporation shall, in the course of liquidation and dissolution, be transferred to Ecole Vickers Public School.

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The Corporation hereby adopts the procedures and interpretations as set out in the Act where these or any other by-laws of the Corporation do not alter or modify the same.  In the event of any inconsistencies or conflict between the Act and these or any other by-laws arises, such by-law shall supersede unless such provision is specifically prohibited by the Act.