THE FULFORD-SHERWOOD PARK MANOR FOUNDATION
GENERAL ADMINISTRATIVE BY-LAWS
1. DEFINITIONS:
(1) Board - the Board of Directors of the Foundation.
(2) Chair - The Chair of the Board, who will also serve as the Chair of
the Foundation.
(3) Past Chair - a member of the Board of Directors who most recently
served as Chair.
(4) Corporation - Fulford-Sherwood Park Manor Foundation
Head Office at 1814, County Road 2 East, Brockville, Ontario, K6V 5T1.
(5) Foundation - the Fulford-Sherwood Park Manor Foundation
(6) Director - a member of the Board and a Director of the Foundation.
(7) Ex-officio - membership "by virtue of the office" and includes all rights, responsibilities and power to vote unless otherwise specified.
2. PURPOSES OF THE FOUNDATION
(1) To raise, accept, manage, invest, and allocate money for the benefit of Sherwood Park Manor.
(2) The Foundation will have no other beneficiary except Sherwood Park Manor.
3. MEMBERS OF THE FOUNDATION:
1. The Chairman of the Board of Sherwood Park Manor (ex officio)
3. Two (2) Members of the Board of Directors of Sherwood Park Manor, elected by the Board of Directors of Sherwood Park Manor
4. BOARD OF DIRECTORS:
(1) The Board of Directors shall manage the affairs of the Foundation and shall consist of:
(a) Elected Directors
- the seven (7) elected Members of the Foundation, who will serve a three-year term
(b) Ex-officio Directors -
-The Chairman of the Board of Sherwood Park Manor
-The Administrator of Sherwood Park Manor, without voting privileges.
(2) (a) No Director may serve as Chair of the Board for more than three (3) consecutive years except that an extension of one (1) year may be effected by majority vote of the Board by secret ballot.
(b) No elected or appointed member may serve more than three (3) consecutive three (3) year terms. Following a break in continuous service of at least one (1) year, the same person may be re-elected or reappointed.
(3) (1). Members of the Board and their families shall not enter into any business arrangement with the Foundation except:
(a) On a written and competitive sealed quotation basis,
(b) On declaration of any interest therein, and
(c) After having refrained from participating and refrained from voting in any discussion concerning same.
(2) No remuneration shall be paid to the Directors and Officers, except for reasonable expenses.
5. VOTING PRIVILEGES:
All Members of the Foundation shall have the right to vote at Annual or Special Meetings of the Foundation.
6. MEETINGS OF THE FOUNDATION:
(1) Annual Meeting:
(a) The Annual Meeting of the Foundation shall be held prior to the 30th day of June each year.
(b) The notice of meeting for the Annual Meeting, including the proposed agenda, shall be mailed to all Foundation members at least fourteen (14) days in advance of the meeting. The meeting shall be advertised in one or more local newspapers at least seven (7) days in advance of such meeting.
(c) A quorum of an Annual Meeting of the Foundation shall consist of at least 50% of the members.
(d) Adjourned meeting - if, within one-half hour after the time appointed for a meeting of the Foundation, a quorum is not present, the meeting shall stand adjourned until a day and time to be determined within fourteen (14) days by the Chair. The Secretary will notify all members within seven (7) days by phone, fax, mail or e-mail.
(e) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.
(2) Special Meeting:
(a) The Chair of the Board may call a Special Meeting of the Foundation.
(b) If four (4) members so request in writing, the Secretary shall call a Special Meeting of the Foundation.
(c) The notice of a Special Meeting of the Foundation shall be mailed to all Foundation members at least seven (7) days in advance of the meeting and shall include the proposed agenda.
(d) A quorum of a Special Meeting of the Foundation shall consist of a least 50% of the members.
(e) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.
(f) Adjourned meeting - if, within one half hour after the time appointed for a Special Meeting of the Foundation, a quorum is not present, the meeting shall stand adjourned until a day and time to be determined within fourteen (14) days by the Chair. The Secretary will notify all members within seven (7) days by phone, fax, mail, or e-mail.
7. FINANCIAL YEAR:
(1) The financial year shall be from Jan. 1st to Dec. 31st.
8. ORDER OF BUSINESS - ANNUAL MEETING OF THE FOUNDATION:
The business transacted at the Annual Meeting of the Foundation shall include:
(1) Minutes of the previous meeting
(2) Report of unfinished business from any previous meeting of the Foundation
(3) Correspondence
(4) Reports:
(a) Report of the Chair
(b) Report of the Administrator
(c) Report of the Finance and Investment Committee
(d) Report of the Fund Raising Committee
(e) Report of the Auditor
(f) Report of the Nominating Committee
(5) The election of Directors
(6) The appointment of Auditors
(7) The appointment of legal council to hold office until the next Annual Meeting
(8) New Business
(9) Adjournment
9. MEETINGS OF THE BOARD:
(1) Regular Meeting of the Board:
(a) Notice for a meeting of the Board shall be given at least seven (7) days prior to the date of the meeting by mail, fax or e-mail.
(b) A quorum for a meeting of the Board shall consist of at least 50% of the Directors.
(c) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.
(2) Organizational Meeting of the Board:
(a) Is held without notice immediately following the Annual Meeting of the Foundation.
(b) A quorum for an Organizational Meeting shall consist of at least 50% of the Directors.
(3) Special Meeting of the Board:
(a) May be called upon twenty-four (24) hour notice provided a reasonable attempt is made to contact all members by telephone.
(b) If either the Chair or three (3) Directors so request in writing, the Secretary shall call a Special Meeting.
(c) The notice of a Special Meeting shall state the purpose for which it is called.
(d) The quorum for a Special Meeting shall consist of at least 50% of the Directors.
(e) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.
(4) Guests or Visitors to the Board Meeting:
(a) guests may attend meetings of the Board only upon:
(i) Invitation by the Chair through the Secretary,
(ii) Invitation of the Secretary with the approval of the Chair, or
(iii) Resolution of the Board.
(b) The Chair may invite others to selected meetings of the Board or to portions of such meetings.
10. ORDER OF BUSINESS - REGULAR MEETINGS OF THE BOARD
The business transacted at a regular meeting of the Board may include:
(1) Call to order
(2) Approval of the Agenda
(3) Minutes of the previous meetings
(4) Business arising out of the Minutes
(5) Correspondence
(6) Reports:
(a) Report of the Chair
(b) Report of the Fund Raising Committee
(c) Report of the Finance and Investment Committee
(d) Report of the Administrator
(7) New Business
(8) Date of the next meeting
(9) Adjournment
11. CHAIR:
The Chair of a meeting of the Board or of the Foundation shall be:
(1) The Chair of the Board,
(2) The Vice-Chair of the Board if the Chair is absent, or
(3) A Director elected by the Directors present if the Chair and the Vice-Chair of the Board are absent.
12. ATTENDANCE:
(1). If a Director is absent without cause for three (3) consecutive meetings of the Board, the Board may declare the seat vacant. The incumbent will be given written notice delivered by registered mail.
13. VACANCY:
Resignation from the Board by members appointed to the Foundation under paragraph 3 (3), and paragraph 3 (4) shall be deemed to be a resignation from both the Board and the Foundation and shall be directed to both the Board and the appointing body who shall arrange for a replacement to serve until the next annual meeting.
14. OFFICERS:
(1) The Board shall elect or appoint the following officers at the Organizational Meeting.
(a) The Chair
(b) The Past Chair
(c) The Vice- Chair
(d) The Treasurer
(e) The Secretary
(2) The Chair, Past Chair and Vice-Chair shall serve for a term of three (3) years.
(3) In the event of a resignation of any Officers of the Foundation or if the Board declares any of the Officer positions vacant, then the Board may appoint an Officer to fill the vacancy at any regularly constituted meeting of the Board.
(4) The Administrator will serve as the Secretary.
(5) The Board may, at any regularly constituted meeting, appoint one (1) or more persons to fill any or all of the positions of Acting Chair, Acting Vice-Chair, Acting Treasurer, and Acting Secretary.. The person or persons so appointed shall have the full powers, authority, privileges, duties and responsibilities of the Chair, Vice-Chair, Treasurer, and Secretary.
(6) Any Officer of the Board shall cease to hold office upon resolution of the Board.
15. COMMITTEES OF THE BOARD:
(1) The Board may appoint the following standing committees of the Board and name the Chair at the Organizational Meeting:
(a) Executive Committee
(b) Finance and Investment Committee
(d) Fund Raising Committee
(e) Nominating Committee
(2)
(a) The Board or the Chair may at any meeting appoint a Special Committee and name the Chair and Vice-Chair and prescribe the terms of reference and voting rights. For special projects or investigations, any standing committee may establish and appoint members to a sub-committee.
(b) The Board or the Chair may appoint at any time to any standing committee any number of Directors in addition to the number specified.
(c) Members of any committee do not necessarily have to be members of the Board or the Foundation.
(d) The Board, by resolution, may dissolve any Special Committee.
(e) Any member of any committee shall cease to be a member of that committee by resolution of the Board.
(f) The Chair and Vice-Chair are ex-officio voting members of all committees.
(g) The quorum for all committee meetings shall be 50% of the members of that committee.
16. THE EXECUTIVE COMMITTEE
(1) The Executive Committee shall consist of:
(a) The Chair of the Board
(b) The Vice-Chair of the Board
(c) The Chair of the Finance and Investment Committee
(d) The Administrator - without voting privileges
(2) The Executive Committee shall:
(a) Exercise the full powers of the Board in all matters of administrative emergency, reporting every action at the next meeting of the Board.
(b) Study, advise and/or make recommendation to the Board on any matter as
directed by the Board.
(c) Recommend policy to the Board.
17. THE FINANCE AND INVESTMENT COMMITTEE:
(1) The Finance and Investment Committee shall consist of not fewer than three (3) Directors.
(2) The Finance and Investment Committee shall:
(a) Manage the investment portfolio of the Foundation.
(b) Recommend to the Board significant changes in the management of the investments.
(c) Make recommendations on the use and expenditure of all funds requested by Sherwood Park Manor from the Foundation, including studying all proposals related to purchasing, maintenance, building alterations, and equipment.
(d) Advise the Board on matters pertaining to donations, bequests, endowments and investments.
(e) Assist in the budgeting process by helping to identify future capital priorities at Sherwood Park Manor.
(f) Inform and advise the Board on financial matters as requested.
(g) Act as the Audit Committee to review and recommend to the Board the annual audited statement.
18. FUND RAISING COMMITTEE:
(1) The Fund Raising Committee shall consist of:
(a) Not fewer than three (3) Directors.
(2) Fund Raising Committee shall:
(a) Seek out and advise the Board on fund raising opportunities.
(b) Develop a strategy for eliciting regular donations, bequests, planned giving programs, etc., including the preparation of explanatory brochures, etc. for the use of prospective donors.
19. THE NOMINATING COMMITTEE:
(1) The Nominating Committee shall consist of:
(a) The Chair and any two Directors appointed by the Chair.
(2) The Nominating Committee shall:
(a) Nominate members to fill vacancies caused by resignations or expiration of three-year terms.
(b) Nominate at the Organizational Meeting the Officers pursuant to paragraph 14 (1).
(c) At their discretion, advertise publicly for candidates to fill Board vacancies.
(d) Evaluate all candidates for election or re-election.
20. PROCEDURES:
(1) Minutes shall be kept of all meetings of the Board.
(2) Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the Chair may vote. All votes at any such meeting shall be taken by secret ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in the evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of, or against such resolution.
(3) Any question of procedure at, or for any meeting of the Foundation, of the Board, or any Committee, which has not been provided for in these By-Laws or by the Corporation Act, shall be determined by the Chair in accordance with Robert's Rules of Order.
21. DUTIES OF OFFICERS:
(1) The Chair shall:
(a) Preside at all meetings of the Board.
(b) Be Chair of the Executive Committee.
(c) Be responsible for the naming of Directors to Committees not otherwise provided for in the By-Laws of the Foundation.
(d) Report to each Annual Meeting of the Foundation concerning the operation of the Foundation.
(e) Represent, or appoint someone to represent, the Foundation at public or official functions.
(f) Perform such other duties as may be from time to time determined by the Board.
(2) The Past Chair shall:
(a) Perform such duties as may be determined by the Board.
(3) The Vice-Chair shall:
(a) Have all the powers and perform all the duties of the Chair in the absence or disability of the Chair.
(b) Perform such other duties as may be from time to time determined by the Board.
(4) The Treasurer shall:
(a) Chair the Finance and Investment Committee,
(b) Cause to be kept full and accurate books of account and accounting records of the Foundation as required by the provisions of the Corporations Act, and other pertinent statutes.
(c) Have all the accounts audited.
(d) Submit an annual audited financial report to the annual Meeting of the Foundation.
(e) Perform such other duties as may be from time to time determined by the Board.
(5) The Secretary shall:
(a) Attend all meetings of the Board and Board Committees as required.
(b) Keep record of the Minutes of all Board Meetings.
(c) Attend to correspondence as directed.
(d) Prepare all reports required under any Act or Regulation of the Government of Canada or the Province of Ontario.
(e) Be the custodian of all Minutes Books, documents and registers of the Foundation required to be kept by the provisions of the Foundations Act.
(f) Be the custodian of the Seal of the Foundation.
(g) Give such notice as required of all meetings of the Foundation, the Board and its committees.
(h) Perform such other duties as may be from time to time determined by the Board.
22. BONDING:
The Foundation shall purchase a Fidelity Bond secured from a guarantee company of an amount approved by the Board covering Directors, Officers and Employees.
23. INDEMNIFICATION:
Every Director or Officer of the Foundation and every member of a Committee, and his or her heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Foundation, from and against:
(1) All costs, charges and expenses whatsoever which such Director, Officer or Committee Member sustains or incurs in or about any action, suit or proceeding for damages or otherwise which is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made, done, permitted or omitted by him or her, in or about the execution or intended execution in good faith of the duties of his or her office; and
(2) All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
24. BANKING:
(1) Any two (2) of the following - The Chair, Vice-Chair, Treasurer, and Secretary/ Administrator are hereby authorized for and in the name of the Foundation:
(a) To draw, accept and sign and make all or any bills of exchange, promissory notes, cheques and orders for payment of money subject to paragraph 25 (2),
(b) To receive all moneys and to give a quittance for the same,
(c) Subject to the approval of the Board, to assign or transfer to a bank of the Foundation all or any stocks, bonds and other securities,
(d) Generally, to transact with a bank any necessary business that is in keeping with Board policy.
(b) Any two (2) of the following - Chair, Vice-Chair, Treasurer, Secretary/Administrator jointly are hereby authorized for and in the name of the Foundation to draw cheques on corporate accounts at any bank for amounts exceeding $2500.
(3) The Chair, Vice-Chair, Treasurer, Secretary/Administrator or any one of them, are herewith authorized on behalf of the Foundation,
(a) To negotiate with, deposit with, endorse or transfer to a bank, but for the credit of the Foundation only, all or any bills of exchange, promissory notes, cheques or orders for payment of money or other negotiable paper.
(b) From time to time to arrange, settle, balance and certify all books and accounts between the Foundation and the Foundation's bank.
(c) To receive all paid cheques and vouchers.
(d) To sign the bank's form of settlement of balance and release.
25. SIGNING OFFICERS:
(1) Any two (2) of the following - The Chair, Vice-Chair, Treasurer, Secretary/Administrator shall sign on behalf of the Foundation and affix the Corporate Seal to all contracts, agreements, conveyances, mortgages, or other documents, as may be required and as authorized by the Board.
(2) The Seal of the Foundation shall be in the form impressed hereon.
26. INVESTMENTS AND BEQUESTS:
(1) The Board may invest in securities authorized by the Trustee Act of the Province of Ontario:
(a) All endowment monies bequeathed in trust to the Board for the use of the Foundation,
(b) All Foundation monies not required for operating expenses,
(c) Notwithstanding the provisions of paragraph 26 (1) (a), the Board may, at its discretion, retain investments not authorized by the Trustee Act which are given or bequeathed to the Foundation in specie.
(2) The Secretary shall keep copies of all testamentary documents and instruments by which benefits are given, bequeathed or devised to the use of the Foundation.
(3) No benefit given, devised or bequeathed in trust or to the use of the Foundation for endowment purposes shall be hypothecated, transferred or assigned to obtain credit or to receive funds.
27. AUDITOR:
(1) The Foundation shall at its Annual Meeting appoint an auditor licensed under the Public Accounts Act who shall not be a member of the Board or a partner or employee of a member of the Board, to hold office for the current fiscal year of the Foundation.
(2) The auditor shall have all the rights and privileges as set out in the Corporations Act of Ontario and shall perform the audit function as prescribed therein.
(3) In addition to making his report at the Annual Meeting of the Foundation, the Auditor may from time to time report to the Board, making any recommendations he considers necessary.
28. BY-LAW AMENDMENTS:
(1) The Board may pass or amend the By-Laws of the Foundation from time to time.
(2) (a) Where it is intended to pass or amend the By-Laws at a meeting of the Board, written notice of such intention shall be sent by the Secretary to each Director at his or her address as shown on the records of the Foundation by ordinary mail, not less than ten (10) days before the meeting.
(b) Proposed By-Laws or amendments to the By-Laws may nevertheless be moved at the meeting and discussion and voting thereon adjourned to the next meeting for which no notice of intention need by given.
(3). Subject to Paragraph 28 (4) (b), a By-Law or an amendment to a By-law passed by the Board has full force and effect:
(a) From the time the motion was passed, or
(b) From such future time as may be specified in the motion.
(4) (a) A By-Law or an amendment to a By-Law passed by the Board shall be presented for confirmation at the next Annual Meeting or to a Special Meeting of the members of the Foundation called for that purpose. The notice of such Annual Meeting or Special Meeting shall refer to the By-Laws or amendment to be presented.
(b) The members at the annual Meeting or at a Special Meeting may confirm the By-Law as presented or reject or amend it, and if rejected it thereupon ceases to have effect, and if amended it takes effect as amended.
(5) In any case of rejection, amendment, or refusal to approve a By-Law or part of a By-Law in force and effect in accordance with any part of this section, no act done or right acquired under any such By-Law is prejudicially affected by any such rejection, amendment or refusal to approve.
Certificate of Enactment
This is to certify that the appended copy of the General Administrative
By-Laws of the Fulford-Sherwood Park Manor Foundation is a true and complete
copy of the By-Laws as passed by the Directors of the Foundation at a
properly constituted meeting of the Foundation held on the day of
2001