ARTICLE I. NAME AND PURPOSE
Section 1: Name ResQ Youth International
ResQ Youth International will be the name of this organization. It shall be incorporated under the laws of the Province of Ontario Canada
Section 2: Purpose
The organization is incorporated solely for charitable purposes. The purpose of the organization is:
Section – Mission statement, Purpose and Activities
2.01 The Mission
RESQ is committed to strengthening and enhancing the quality of life of families and individuals, by providing culturally sensitive preventive social programs, support, resources, education, and training.
The Principal Purpose and Activities of RESQ shall be:
To provide racially and culturally appropriate services to women and children who are victims/survivors of male violence and other forms of systemic violence;
To work toward the elimination and prevention of the conditions which perpetuate violence against women and children;
To improve the quality of life, social, economic and recreational needs of seniors;
To provide youth with role models, skills, training and resources needed to succeed in the pursuit of their individual goals;
To provide resources for the successful integration of newcomers into wider community;
To encourage greater participation in community and political affairs;
To encourage involvement and collaborative work with other community services, businesses, institutions and individual members in the Region of Peel;
To promote community awareness of the services we provide;
To include seminars on job seeking; law; parent/resource.
Section 3 - Head Office
3A. The head office of the corporation shall be in the City of Brampton, in the Region of Peel, in the Province of Ontario, at such a place as the Board of Directors may from time to time determine Move.
Section 3B. Non-Discrimination Policy
Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, ResQ Youth International recruits, employs, assigns and promotes staff, terminates employment, accepts patients, volunteers and board members, determines rates of pay and other benefits without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or creed.
ARTICLE II. MEMBERSHIP
The members of the Corporation shall be the Board of Directors. ResQ Youth International
ARTICLE III. BOARD OF DIRECTORS
Section 1: Powers and Duties of the Board
The Board of Directors shall manage the business, property and affairs of the organization, and may exercise and delegate any and all of the powers of the organization as it sees fit, subject only to restrictions imposed by statute, the organization Articles of Incorporation, and these Bylaws. The Board of Directors shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken. Board members shall actively participate in community outreach, gift solicitation, and event and campaign planning for fund raising.
Section 2: Number of Directors and Compensation
The board shall have up to 9, but not fewer than 3 members. The board receives no compensation other than reasonable expenses.
Section 3: Term
Board members shall be elected to two-year terms and are eligible for election for up to one consecutive terms. Directors may be re-nominated for service on the board following a one-year absence from the board. Lifetime service to the organization is limited to six years.
Section 3: Elections
The Nominating Committee will nominate one person for each of the available seats to be filled on the Board of Directors by May of each year. New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 4: Quorum
A quorum will consist of a simple majority (51%) of the Board of Directors. A quorum of the Board of Directors must be present to conduct business.
Section 6: Meetings
Regular meetings of the Board of Directors shall be held as determined by the Board. Special meetings of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the President, Secretary, Treasurer, or by three other members of the Board of Directors.
Section 7: Notice of Meetings
Written notice stating the place, date and hour of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Director with a minimum of five (5) days’ notice.
Section 8: Electronic Meetings
Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.
Section 9: Resignations, Termination and Absences
Resignation from the board must be in writing and received by the President/Chair or the Secretary. Board members may be excused from attendance upon notification to the President/Chair prior to the scheduled meeting. Board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a two-third vote of the remaining directors.
Section 10: Vacancies
Vacancies occurring on the Board of Directors may be filled twice per year May AGM and December, by appointment of the President/Chair with approval of two-thirds vote of the Board of Directors. The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3.
ARTICLE IV. OFFICERS
Section 1: General
The Officers of this Corporation shall be President, President/Chair Elect, Past President/Chair, CEO or Executive Director, Secretary, and Treasurer. Each Officer of this Corporation shall be a member of the Board of Directors.
Section 2: Election and Terms of Office
All officers, except for the CEO, shall be elected for a one (l) year term with no more than two (2) consecutive one-year terms in the same office. No one person may hold more than one office at the same time.
Section 3: Resignation and Removal
Whenever, in the judgment of the Board of Directors, the best interests of the organization will be served, any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors. Any officer may resign at any time by delivering a written resignation to the President/Chair or the Secretary.
Section 4: Vacancies
In the event a vacancy occurs in any Officer's position, it shall be filled in the following manner until the next annual election:
President/Chair- The President Elect shall assume the office.
In case of vacancy in the office of both President/Chair and President/Chair Elect, the duties of the Office of Chair shall be performed by the Secretary, until replacements are elected by the Board.
The Board of Directors shall elect replacements for all other vacancies.
Section 5: Duties and Responsibilities of Officers
The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors.
a. The President/Chair of the Board shall:
Preside at all meetings of the membership and all meetings of the Board of Directors and the Executive Committee;
Perform other duties customary to the Office of President, or as directed by the Board of Directors; and
Be an ex officio non-voting member of all committees.
b. The President/Chair Elect of the Board shall:
Perform such duties as the President and/or the Board of Directors may determine;
In the absence of the President, shall perform the duties of the President; and
Serve as Chair of the Strategic Planning Committee and an ex officio member of the nominating committee.
c. The CEO shall:
Be appointed by the Board of Directors and shall serve as the salaried chief executive of ResQ Youth International;
Be charged with the responsibility of operating, managing and directing the corporate business, including the employment of individuals to carry out the purposes of ResQ Youth International; and
Execute bonds, mortgages and other contracts except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of ResQ Youth International.
d. The Past President/Chair of the Board shall:
Perform such duties as the President and/or the Board of Directors may determine;
Serve as Chair of the Nominating Committee.
e. The Secretary shall:
Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee; and
Perform other duties customary to the Office of the Secretary, and as may be required by the Board of Directors or the President of the Board.
f. The Treasurer shall:
Be the custodian of the corporate funds of Sample Organization, however received, save and except for such funds as the Board of Directors may from time to time entrust to the care and use of designated paid employees of
ResQ Youth International, to be used exclusively for the operation of
ResQ Youth International; Serve as Chair of the Finance Committee;
Disburse the funds of ResQ Youth International as ordered by the Board of Directors; Oversee day-to-day authority for managing the finances of ResQ
Provide such financial reports and statements as the Board of Directors or Executive Committee may from time to time require or request; and
Supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the Board of Directors and the Executive Committee
ARTICLE V. COMMITTEES
Section 1: Committee formation
The board may create committees as needed. The President/Chair appoints all committee chairs from the membership of the Board. Limited term task forces may be appointed by the President/Chair at any time with approval by the Executive Committee; standing and longer-term committees shall be created with the affirmation of majority vote of the board.
Section 2: Executive Committee
Board officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. The uncompensated members of the Executive Committee shall be responsible for conducting the performance review of the CEO.
Section 3: Finance Committee
The treasurer is the chair of the Finance Committee, which has at minimum 2 members. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee.
Section 3.1 Audit Task Force
The Finance Committee on an annual basis shall appoint an audit task force who shall monitor the audit process. The task force shall be chaired by a member of the board that does not serve on the Finance Committee and shall have at minimum two members from the Finance Committee represented.
Section 4: Strategic Planning
The Strategic Planning Committee shall be chaired by the President/Chair Elect of the board and consist of not less than 3 members. The Committee shall monitor the implementation of the strategic plan.
Section 5: Nominating Committee
The nominating committee shall be chaired by the past president and consist of not less than 2 members. Members of the nominating committee are not eligible for officer positions. The President/Chair Elect shall serve as an ex officio member of this committee. The committee shall be responsible for selecting a slate of directors and officers for consideration by the full board on an annual basis.
ARTICLE VI. EXECUTION OF DOCUMENTS
Section 1: Documents, Obligations and Disbursements
Policies regarding documents, obligations and disbursements are set forth in the organization’s operations policies which shall be reviewed on an annual basis by the board.
ARTICLE VII. PARLIAMENTARY AUTHORITY
Section 1: Fiscal Year
The designated fiscal year of this corporation shall be January 1st to December 31st.
Section 2: Parliamentary Authority
The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the organization.
ARTICLE VIII. INDEMNIFICATION
Section 1: General
Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or in testate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.
Section 2: Limitation of Liability
Officers, directors and other persons who perform services for the corporation and who do not receive compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.
ARTICLE IX. AMENDMENTS
Section 1: Amendments
The Governance Committee shall review the Bylaws annually. In order to amend the Bylaws, notice of the proposed amendment shall be delivered personally, electronically or by mail to each member of the Board of Directors at least two weeks prior to the time of the vote on the proposed amendment. The Bylaws shall be amended by a 2/3 vote of the Board of Directors.