AMENDED
AND RESTATED BY-LAW NO. 1
A by-law relating generally to the transaction of the affairs
of
EDUCATION SAFETY ASSOCIATION OF ONTARIO
(hereinafter called the "Corporation")
WHEREAS it is recognized that government, employers, employees,
employee organizations, and the public share a common interest in
preventing and reducing workplace injuries and occupational diseases;
AND WHEREAS the Government of Ontario has enacted laws which
provide for the creation and funding of organizations dedicated to
promoting workplace safety and prevention of injuries and occupational
diseases;
BE IT ENACTED as a By-law of the Corporation as follows:
| 1.1.1 |
In this
By-law of the Corporation, unless the context otherwise specifies or
requires: |
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(a) |
"Act" means the Corporations Act, R.S.O. 1990, c. C.38 or any
statute which may be substituted therefor, including regulations
thereunder, as from time to time amended, and, in the case of such
substitution, any references in the By-laws of the Corporation to
provisions of the Act shall be read as references to the substituted
provisions therefor in the new statute or statutes;
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(b) |
"Board" means the Board of Directors of the Corporation;
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(c) |
"By-law" means any By-law of the Corporation from time to time in
force and in effect;
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(d) |
"Letters Patent" means the Letters Patent and any supplementary
letters patent of the Corporation;
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(e) |
"Regulations" means the Regulations made under the Act as from time
to time amended and every regulation that may be substituted
therefor and, in the case of such substitution, any references in
the By-laws of the Corporation to provisions of the Regulations
shall be read as references to the substituted provisions therefor
in the new regulations;
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(f) |
"special resolution" means a resolution passed by the directors and
confirmed with or without variation by at least two-thirds of the
votes cast at a general meeting of the Members of the Corporation
duly called for that purpose;
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(g) |
"Workplace Safety and Insurance Board" means the Workplace Safety
and Insurance Board of Ontario and any successor organization;
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(h) |
except as expressly otherwise stated, all terms contained in the
By-laws of the Corporation and which are defined in the Act or the
Regulations made thereunder shall have the meanings given to such
terms in the Act or the Regulations;
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(i) |
words importing the singular number only shall include the plural
and vice versa and words importing a specific gender shall include
the other genders and the word "person" shall include inspaniduals,
bodies corporate, corporations, governments, companies,
partnerships, proprietorships, syndicates, associations, trusts and
any number or aggregate of persons;
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(j) |
the headings used in the By-laws are inserted for reference purposes
only and are not to be considered or taken into account in
construing the terms or provisions thereof or to be deemed in any
way to clarify, modify or explain the effect of any such terms or
provisions.
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| 1.2.1 |
In the
event of the dissolution of the Corporation, all of its remaining assets
after payment of its debts and liabilities shall be distributed to the
Workplace Safety and Insurance Board, provided that the distribution is
authorized by special resolution. |
| 1.3.1 |
The
head office of the Corporation shall be at such place in the province of
Ontario as specified in the Letters Patent, and may be changed to another
place in Ontario by special resolution. |
| 1.4.1 |
The
seal, an impression of which is stamped in the margin hereof, shall be the
seal of the Corporation. |
| 1.4.2 |
The
Executive Director shall be the custodian of the seal of the
Corporation and shall deliver such seal pursuant to a resolution of
the Board. |
| 1.5.1 |
An
applicant for incorporation shall automatically become a member of the
Corporation ("Member"). Membership in the Corporation shall be available to
those persons who are interested in furthering the objectives of the
Corporation and who satisfy the criteria discussed below. |
| 1.5.2 |
There
shall be two classes of membership in the Corporation: |
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| 1. |
Voting Membership; and
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| 2. |
Non-Voting Membership.
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| 1.5.3 |
The
Voting Members shall be the following organizations and their respective
successors: |
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(a) |
Ontario Public School Boards' Association;
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(b) |
Ontario Catholic School Trustees' Association;
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(c) |
Council of Ontario Universities;
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(d) |
Association of Colleges of Applied Arts and Technologies of Ontario;
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(e) |
Ontario Library Association;
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(f) |
Ontario Museums Association;
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(g) |
Independent School Association of Ontario; and
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(h) |
Association franco-ontarienne des conseils d'ecoles catholiques.
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| 1.5.4 |
A
Non-Voting Member shall be any person that is not eligible for status as a
Voting Member, and that applies for and is accepted for Non-Voting
membership by the Board, subject to any rules, terms and conditions set by
the Board in its sole discretion. |
| 1.5.5 |
Any
Member may withdraw from the Corporation by delivering a written resignation
to the Secretary of the Corporation. Such resignation shall become effective
on the date specified in the resignation or the date when the resignation is
accepted by the Board. |
| 1.5.6 |
The
interest of a Member is not transferable and ceases to exist: |
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(a) |
upon the death of the Member;
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(b) |
when the Member's period of membership (if any) expires;
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(c) |
when the Member ceases to be a Member by resignation or otherwise in
accordance with the By-laws;
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(d) |
if, at a special general meeting of Members, a resolution to remove
the Member is approved by at least two-thirds (2/3) of the votes
cast at the special general meeting provided that the Member shall
be granted the opportunity to be heard at such meeting.
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| 1.6.1 |
Voting
Members shall elect the Directors of the Corporation, and may remove
Directors so elected, in accordance with Article 1.7 of this By-Law.
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| 1.6.2 |
Voting
Members and Non-Voting Members are entitled to notice of and to attend at
the annual general meeting of the Corporation. |
| 1.7.1 |
The
Members shall conduct an annual general meeting, which may be held at any
place in Ontario, at such place, date and time as determined by resolution
of the Board. In the absence of such determination, the meeting shall be
held at the head office of the Corporation. |
| 1.7.2 |
The
annual general meeting of the Members shall be held for the purposes of
reviewing and considering the audited financial statements, and other
reports required by the Act and By-laws to be placed before the Members at
the annual meeting, the election of Directors, the appointment of auditors,
and for the transaction of such other business as may properly be brought
before the meeting. |
| 1.7.3 |
Subject
to the Act, the Board shall have the power to call special general meetings
of the Members at any date, time and place in Ontario. |
| 1.7.4 |
The
Voting Members shall be entitled to call a special general meeting of the
Members for the purpose of removing any or all elected Directors, or such
other purpose as they may deem fit. Such a notice shall be signed by at
least one-third of the Voting Members, shall state the reason for the
special meeting and shall be forwarded to the Executive Director at the head
office of the Corporation. The Executive Director shall forthwith advise the
Chair who shall cause the special meeting to be held. |
| 1.7.5 |
The
Executive Director shall send written notice to each Member, Director and
auditor at least ten (10) days prior to any general meeting of the Members.
Such notice shall be given in the form and manner specified in this By-Law.
No error or omission in giving notice of any annual or special general
meeting of the Members shall invalidate any resolution passed or any
proceedings taken thereat. |
| 1.7.6 |
A
notice of general meeting shall state the nature of the business to be
considered in sufficient detail to allow a Member to make a reasoned
decision thereon. |
| 1.7.7 |
Minutes
of the proceedings of general meetings of the Members shall be kept by the
Secretary. |
| 1.7.8 |
A
majority of Voting Members present in person or represented by proxy at a
general meeting shall constitute a quorum. No business shall be transacted
at any general meeting unless the requisite quorum is present at the
beginning of the meeting. If a quorum is not present at the specified
meeting time or within such reasonable time thereafter as the Members
present may determine, the Voting Members present may adjourn the meeting to
a fixed time and place but may not transact any other business and the
provisions of this By-Law with regard to notice shall apply to such
adjournment. |
| 1.7.9 |
At all
general meetings of Members of the Corporation, every question shall be
determined by a simple majority of the votes cast, unless otherwise
specifically provided in the Act or by this By-law. On any matter where an
equal number of votes is cast for and against, the Chair shall have the
right to cast the deciding vote. |
| 1.7.10 |
At all
meetings of the Members, each Voting Member shall have one (1) vote.
Non-Voting Members shall not be entitled to vote. |
| 1.7.11 |
Votes
at meetings of the Members may be given either personally or by proxy. A
proxy shall be executed by the Member or the Member's attorney authorized in
writing. |
| 1.8.1 |
The
affairs of the Corporation shall be governed by the Board of Directors. |
| 1.8.2 |
Every
Director shall: |
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(a) |
be a Member of the Corporation, or shall become a Member of the
Corporation within ten (10) days after his/her election as a
director;
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(b) |
be at least eighteen (18) years of age;
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(c) |
not be an undischarged bankrupt; and
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(d) |
not have been convicted of an indictable offence.
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| 1.8.3 |
The
applicants for incorporation shall become the first Directors of the
Corporation whose term of office on the Board shall continue until their
successors are elected at the first meeting of Members. The first Directors
who wish to stand shall be put forward as candidates for election to the
Board at the first meeting of the Members. |
| 1.8.4 |
Directors, other than ex-officio Directors, shall be elected by the Voting
Members. Four (4) of the first Directors elected shall serve a one (1) year
term, four (4) shall serve a two (2) year term, and the remaining number
shall serve a three (3) year term. At the first meeting of the Board
following the election, the Directors shall determine by simple majority
which Directors shall serve for one (1), two (2) or three (3) year terms.
After the completion of the terms of office for those Directors, the term
for each Director elected shall be from the date of the meeting at which
he/she is elected until the third annual meeting next following or until
his/her successor is elected. Incumbent Directors if qualified pursuant to
Article 1.8.2 are eligible for re-election, but no Director may serve more
than two (2) consecutive terms except for |
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(i) a
Director serving as the Chair at the end of his/her second term, who may
serve one (1) additional term, (ii) a Director who first became a Director
by filling a vacancy on the Board and has been a Director for less than six
(6) years at the end of his/her second term, who may serve one (1)
additional term, and (iii) the ex-officio Directors. If an election of
Directors is not held at the proper time, the Directors shall continue in
office until their successors are elected. |
| 1.8.5 |
The
Board shall consist of not more than eleven (11) elected Voting Directors,
two (2) ex-officio Voting Directors, and one (1) ex-officio Non-Voting
Director, for a total of not more than fourteen (14) Directors. Each elected
Voting Director, at the time of his/her election to the Board, shall be
employed by an employer or organization in a class or rate group specified
in Schedule 1 or 2 of the Workplace Safety and Insurance Act, which
contributes to the funding of the Corporation through assessments by the
Workplace Safety and Insurance Board. |
| 1.8.6 |
The
ex-officio Directors shall consist of: |
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(a) |
two employees nominated by the Workplace Safety and Insurance Board,
who shall be ex-officio Voting Directors; and
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(b) |
the Executive Director, who shall be an ex-officio Non-Voting
Director.
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| 1.8.7 |
The
Board may appoint a Nominating Committee in accordance with the Governing
Policies of the Board to comprise a list of candidates for election to the
Board. The Nominating Committee will strive to ensure that the Board is
representative of the stakeholders in the Corporation (including, without
limitation, the Voting Members, the Workplace Safety and Insurance Board and
labour) and that all candidates for election to the Board are individuals
who will act with a view to the best interests of the Corporation as a
whole. |
| 1.8.8 |
The
office of a Director shall be automatically vacated: |
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(a) |
if such Director provides a written resignation to the Chair. Such
resignation shall be effective at the time it is received by the
Chair or at the time specified in the resignation, whichever is
later;
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(b) |
if such Director has been declared by a court order to be mentally
incompetent or of unsound mind;
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(c) |
if such Director becomes bankrupt or suspends payment of debts
generally or compounds with creditors or makes an authorized
assignment or is declared insolvent;
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(d) |
if the Director does not become a Member within ten (10) days after
election as a Director, or ceases to be a Member of the Corporation;
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(e) |
if such Director is absent without leave of the Board for regular
meetings of the Board contrary to the Board Policy;
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(f) |
if such Director ceases to have the qualifications required by
Article 1.8.2; or
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(g) |
if, at a special general meeting of Members called for the purpose
of removing a Director, a resolution authorizing such removal is
passed by at least two-thirds (2/3) of the votes cast by the Voting
Members.
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| 1.8.9 |
So long
as there is a quorum of Voting Directors in office, any vacancy occurring in
the Board may be filled for the remainder of the term by the Voting
Directors then in office, if they shall see fit to do so. If the Voting
Directors do not fill such vacancy, such vacancy shall be filled at the next
general meeting of the Members. If there is not a quorum of Voting
Directors, the remaining Directors shall forthwith call a general meeting of
the Members to fill the vacancy, and, in default or if there are no
Directors then in office, the meeting may be called by any Voting Member. If
the number of Directors is increased between the terms, a vacancy or
vacancies, to the number of the authorized increase, shall be deemed to have
occurred, which may be filled in the manner above provided. |
| 1.9.1 |
The
Board shall hold at least four (4) regular meetings in every fiscal year at
a place, date and time specified by Board resolution. No further notice of
the regular meetings need be given. |
| 1.9.2 |
Meetings of the Board may be held at any date, time and place in the
Province of Ontario. |
| 1.9.3 |
A
meeting of the Board may be convened by the Chair at any time. Notice in
writing of any such meeting shall be given by the Executive Director not
less than fourteen (14) days before the Board meeting is to take place. A
Director may waive notice of a Board meeting and attendance of a Director at
a Board meeting shall constitute a waiver of notice, except where a Director
attends a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting was not lawfully called. Board
meetings may be held at any time without notice if all the Directors are
present except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting
is not lawfully called or if all of the absent Directors waive notice before
or after the date of such meeting.
If the first Board meeting
following the election of Directors by the Members is held immediately
thereafter, then for such meeting or for a meeting of the Board at which a
Director is appointed to fill a vacancy in the Board, no notice shall be
necessary to the newly elected Director in order to legally constitute the
meeting, provided that a quorum of Directors is present. |
| 1.9.4 |
No
error or omission in giving notice of any meeting of Directors shall
invalidate such meeting or make any proceedings at such meeting void. |
| 1.9.5 |
Any
Board meeting may be adjourned from time to time by the Chair of the
meeting, with the consent of the Directors present, to a fixed time and
place. Notice of any adjourned meeting of Directors is not required to be
given if the time and place of the adjourned meeting is announced at the
original meeting. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present. |
| 1.9.6 |
If all
the Directors consent, one Director or all of the Directors may participate
in a meeting by means of such telephone, electronic or other communications
facilities as permit all persons in the meeting to communicate with each
other simultaneously, and any Director participating in such a meeting by
such means is deemed to be present at the meeting. Any such consent shall be
effective whether given before or after the meeting to which it relates and
may be given with respect to all meetings of the Board. For the purpose
hereof, participation in a meeting by such means shall be deemed to be such
consent. |
| 1.9.7 |
Additional Board meetings beyond those set out in Article 1.9.1 may be held
at the call of the Chair, where the Chair considers there to be a need for
the Board to meet. |
| 1.9.8 |
The
number of Directors who shall form a quorum for the transaction of business
shall be that which is determined by a special resolution of the Corporation
and, in the event no such resolution is passed, a majority of the Voting
Directors shall form a quorum for the transaction of business.
Notwithstanding any vacancy among the Directors, a quorum of Voting
Directors may exercise all the powers of Directors. |
| 1.9.9 |
Each
Director shall be entitled to one (1) vote at all meetings of the Board,
save and except for the Executive Director, who shall have no vote.
Questions arising at any meeting of the Board shall be decided by a simple
majority of votes cast. The Chair shall have a casting vote. |
| 1.9.10 |
The
Board shall keep minutes of the proceedings of its meetings. |
| 1.9.11 |
The
Chair shall decide which Voting Director is to act as Chair in his/her
absence. If the Chair does not do so, the Board may elect a Voting Director
to act as substitute Chair. |
| 1.10.1 |
The
Board shall govern the affairs of the Corporation in accordance with the
objects and provisions contained in its Governing Policies, the Act, the
Letters Patent and the By-laws of the Corporation. |
| 1.10.2 |
The
Board has the power to, and may: |
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(a) |
make all Governing Policies, subject to the Act, the Letters Patent
and the By-laws;
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(b) |
make, amend, repeal or re-enact the By-laws provided that, unless in
the meantime confirmed at a general meeting of Members duly called
for that purpose, any new By-law, amendment, repeal or re-enactment
shall be effective only until the next annual general meeting of the
Members unless confirmed thereat by the Voting Members; and
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(c) |
exercise all such powers of the Corporation that are not required by
the Act or by this By-law to be exercised by the Members at general
meetings.
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| 1.10.3 |
The
Board may from time to time: |
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(a) |
borrow money on the credit of the Corporation;
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(b) |
issue, sell or pledge debt obligations of the Corporation;
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(c) |
charge, mortgage, hypothecate or pledge all or any currently owned
or subsequently acquired real or personal, movable or immovable
property of the Corporation, including book debts, rights, powers,
franchises and undertakings, to secure any debt or liability of the
Corporation; and
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(d) |
delegate the powers conferred on the Board under this paragraph to
such Officer or Officers of the Corporation and to such extent and
in such manner as the Directors may determine.
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| 1.11.1 |
Except
for the Executive Director, the Directors shall serve without remuneration
and no Director shall directly or indirectly receive any profit from
occupying the position of Director; provided that a Director may be
reimbursed for reasonable expenses incurred by the Director in the
performance of the Director's duties, and the performance of any other
activities for which reimbursement of reasonable expenses has been
authorized by the Board. In addition, a Director may be reimbursed for the
actual wages lost or forfeited by virtue of work time lost in attending
meetings of the Board or carrying out any duties on behalf of the
Corporation authorized or directed by the Board. These expenses shall be the
expenses of the Corporation.
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| 1.12.1 |
The
Board shall annually or so often as may be required elect a Chair and a
Vice-Chair, and appoint a President, who shall be the Executive Director,
and a Secretary. The Board may appoint such other officers and agents as it
shall deem necessary who shall have such authority and shall perform such
duties as may from time to time be prescribed by the Board. The Chair or
Vice-Chair may serve more than one (1) term subject to being re-elected as a
Voting Director, but shall not serve more than two consecutive terms. |
| 1.12.2 |
Notwithstanding the foregoing, each incumbent Officer shall continue in
office until the earliest of: |
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(a) |
that Officer's resignation, which resignation shall be effective at
the time the written resignation is received by the Secretary of the
Corporation or at the time specified in the resignation, whichever
is later;
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(b) |
the appointment or election of a successor;
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(c) |
the meeting at which the Directors annually appoint or elect the
Officers of the Corporation;
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(d) |
that Officer's removal in accordance with Article 1.12.3; or
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(e) |
that Officer's death.
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If the office of any Officer of the Corporation shall become vacant,
the Directors by resolution may appoint a person to fill such
vacancy.
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| 1.12.3 |
All
Officers, in the absence of agreement to the contrary, shall be subject to
removal by resolution of the Board at any time, with or without cause. |
| 1.13.1 |
All
Officers, in the absence of agreement to the contrary, shall be subject to
removal by resolution of the Board at any time, with or without cause. |
| 1.13.2 |
The
duties of the Chair are to: |
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(a) |
act as Chair and preside at annual meetings, special meetings and
meetings of the Board;
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(b) |
in circumstances where it is impossible or inappropriate to exercise
the powers and discharge the duties of his/her office, delegate such
powers and duties to the Vice-Chair or failing that to another
Voting Director;
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(c) |
submit an oral report to the Members at the annual meeting outlining
the activities of the Corporation during the preceding year and
provide a written report for the record; and
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(d) |
perform such other duties as may from time to time be assigned to
him/her by the Board.
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| 1.13.3 |
The
duties of the President and Executive Director under the direct supervision
of the Board include: |
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(a) |
attendance at all general meetings of the Corporation;
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(b) |
attendance at all meetings of the Board;
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(c) |
conducting the day to day business affairs of the Corporation;
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(d) |
supervising and directing the day to day operations of the
Corporation;
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(e) |
hiring and supervising staff;
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(f) |
conducting staff performance evaluations;
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(g) |
keeping or causing to be kept accounts of receipts and disbursements
in books belonging to the Corporation; and
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(h) |
performing such other duties as may from time to time be assigned to
him/her by the Board.
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| 1.14.1 |
Except
as otherwise provided in the Act, no Director or Officer shall be liable for
the acts or omissions of any other Director or Officer or employee of the
Corporation or for any loss, damage or expense of the Corporation unless
such loss, damage or expense can be attributable to that Director's or
Officer's own negligence. |
| 1.15.1 |
Every
Director or Officer of the Corporation or other person who has undertaken or
is about to undertake any liability on behalf of the Corporation, or any
entity controlled by it, and their heirs, executors, administrators,
successors or assigns, shall be indemnified and saved harmless out of the
funds of the Corporation, from and against: |
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(a) |
all costs, charges and expenses which such person sustains or incurs
in or about any action, suit or proceeding which is brought,
commenced or prosecuted against him/her for, or in respect of, any
lawful act, deed, matter or thing whatsoever made, done or permitted
by him/her, in good faith, in or about the execution of the duties
of his/her office or in respect of any such liability; and
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(b) |
all other costs, charges and expenses which he/she sustains, or
incurs, in the execution of the duties of his/her respective office
or trust or in relation thereto, except such costs, charges or
expenses as are occasioned by his/her own negligence.
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| 1.15.2 |
The
Corporation shall maintain appropriate liability insurance to fund the
obligations set out in this Article. |
| 1.15.3 |
The
Board shall take actions reasonably necessary to ensure that advantage is
taken of the immunity conferred upon persons employed by the Corporation by
the Workplace Safety and Insurance Act. |
| 1.16.1 |
The
fiscal year of the Corporation shall end on the 31st day of December in each
year or on such other date as the Directors may from time to time by
resolution determine. |
| 1.17.1 |
At each
annual meeting, the Members shall appoint an auditor to audit the accounts
of the Corporation who shall hold office until the next following annual
meeting or until a successor is appointed. If the office of the auditor
becomes vacant prior to the next following annual meeting, the Directors may
fill the vacancy. Upon authorization by resolution of the Members, the
remuneration of the auditor shall be fixed by the Directors. The Members may
remove any auditor before the expiration of the auditor's term of office
pursuant to a special resolution to that effect provided that proper notice
of the intention to pass such resolution has been provided. By a majority of
the votes cast at that meeting the Members may appoint another auditor in
such auditor's stead for the remainder of the term.
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| 1.18.1 |
Contracts, documents and instruments in writing may be signed on behalf of
the Corporation by any two directors or officers of the Corporation.
Notwithstanding this, the Board may at any time and from time to time direct
the manner in which and the person or persons by whom any particular
contract, document or instrument or any class of contracts, documents or
instruments may be signed. |
| 1.19.1 |
Any
notice or other document required by the Act, the Regulations, the Letters
Patent or the By-Laws to be sent to any Member, Director or auditor shall be
delivered personally or shall be sent by prepaid mail or by facsimile to any
such Member, Director or auditor at the latest address for such person shown
on the records of the Corporation. Notice may be waived or the time for
notice may be waived or abridged at any time with the consent in writing of
the person entitled to such notice. |
| 1.19.2 |
With
respect to every notice sent by post, it shall be sufficient to prove that
the envelope containing the notice was properly addressed as provided in
Article 1.19.1 and put into a post office or a post office box. A
certificate of an Officer as to the facts in relation to the sending or
delivering of any notice or any document to any Member, Director or auditor
shall be conclusive evidence thereof and shall be binding on every Member,
Director or auditor of the Corporation as the case may be. |
| 1.20.1 |
The
Corporation shall have the power to repeal, alter or amend its By-laws in
accordance with the Act and paragraph (b) of Article 1.10.2 of this By-law. |
| 1.21.1 |
The
Board may prescribe such rules and regulations consistent with the By-laws
relating to the management and operation of the Corporation as it deems
expedient, provided that such rules and regulations shall have force and
effect only until the next annual meeting of the Members when they shall be
placed before the Members for confirmation.
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ENACTED
this 5th day of July, 2002.
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WITNESS the seal of the Corporation.
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_________________
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_________________
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Chair |
President, Executive Director and Secretary |
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