This (are the by-laws for the) local and non-profit organization will be known as the “Toronto Association of the Deaf (TAD)”.
Purpose and Objectives
The purpose and objectives for TAD, as established in the Letters Patent, 1937, are:
- To establish, maintain and conduct a general, social and entertaining club and to promote the interests of the members thereof by providing a place for meeting and conducting the club in accordance with its by-laws, rules and regulations.
- Without restricting in any ways the generality of the foregoing, to carry out and instructional, educational, entertaining or other meetings;
- To conduct a restaurant or cafeteria for the purpose of serving refreshments, including cigarettes, tobacco and cigars, to the members and their friends;
- To carry on a literacy and debating club or an institution for the discussion of educational and literacy topics and the practice of public debating and platform speaking by its members and to furnish and supply a library and a reading room or rooms;
- To purchase and sell beverages, subject to such laws and regulations as may be imposed by the Province of Ontario
- To engage and promote all kinds of sport and sporting activities or other health-giving projects; and
- To provide accommodation and to promote friendly and social intercourse among the members for the purpose of improving their health and education.
Article 1: Definition
1.1 Be it enacted as a by-law relating generally to the conduct of the affairs of the Toronto Association of the Deaf, hereinafter called the “Association”.
Article 2: Head Office
2.1 The Head Office of the Toronto Association of the Deaf shall be in the Greater Toronto Area in the Province of Ontario, and at such location as the directors may from time to time determine.
Article 3: Seal
3.1 The seal, an impression, shall be the corporate seal of Toronto Association of the Deaf.
Article 4: Board of Directors
4.1 The affairs of the Association shall be managed by a board of up to nine (9) directors, each of whom at the time of his/her election shall be a member of the Association.
4.2 The officers who shall comprise the Board shall be:
- Membership Director
- Social Director
- Sports Director
- Two (2) Directors-at-Large
4.3 Each director shall be elected at a meeting of members to hold office for the term of two (2) years. The election may be by a show of hands unless any member demands a vote by ballot.
4.4 The members of the Association may, by resolution passed by at least two-thirds (2/3) of the votes cast at a meeting of members, remove any director before the expiration of his/her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his/her stead for the remainder of the term.
4.5 A director may not be absent from any meeting of the Board or the Association for at least four consecutive meetings without justifiable reason. The director then shall be asked to resign, or be suspended, at the discretion of the Board.
4.6 A director must be at least eighteen (18) years of age and identified as deaf, hard-of-hearing or deafened.
Article 5: Vacancies, Board of Directors
5.1 Vacancies on the Board of Directors shall be filled by the directors from among the qualified members of the Association in good standing. Otherwise, vacancy shall be filled in at the next meeting of members.
5.2 There shall be a minimum of five (5) Directors on the Board. If the Board fails to meet the quorum and for whatever reason, cannot fill in the vacancies, a meeting of members shall be called.
Article 6: Quorum and Meetings, Board of Directors
6.1 A majority (more than 50%) of the Directors shall form a quorum for the transactions of business.
6.2 No formal notice of any such meeting shall be necessary if all of the directors are present or if those absent have signified their consent to the meeting in their absence.
6.3. Meetings of the Board of Directors may be formally called by the President or Vice-President. The Secretary can call a meeting on direction of the President or Vice-President or on direction of two Directors.
6.4 Notice of the meeting shall be sent by means of transmitted or recorded communication to each Director no less than two (2) days before the meeting is to take place.
5.5 No errors or omission in giving such notice for a meeting of the Board of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at a such meeting, providing that the notice of the time and place of the such meeting has been sent to the directors in general and without prejudice.
Article 7: Voting, Board of Directors
7.1 Resolutions arising at any meetings of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairperson shall cast his/her vote. All votes at such meetings shall be taken by ballot if requested by any director, but if no demand is made, the vote shall be taken in the usual way by assent or dissent.
7.2 A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence without proof of number or proportion of the votes recorded in favour of or against such resolution.
Article 7: Powers, Board of Directors
7.1 The Board of Directors may administer the affairs of the Association in all things and make and cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into, and may exercise all such other powers except where expressly forbidden by the bylaws of the Association or by resolution passed by members of the Association.
7.2 The Board of Directors are empowered from time to time, with assent from the members of the Association, to purchase, lease, or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right of interest therein owned by the Association, for such consideration and upon and upon such terms and conditions as they may deem advisable.
Article 8: Remuneration of Directors
8.1 The Board of Directors may be reimbursed for expenses that may occur from their activities but they shall receive no remuneration for their involvement as Directors.
Article 9: Duties of the President
9.1 The President shall be the chief representative for the Association.
9.2 The President shall, when present, preside at all meetings of the members of the Association and of the Board of Directors.
9.3 The President shall ensure that the Board of Directors exercise, with due diligence, the general management and supervision of the affairs and operations of the Association.
Article 10: Duties of the Vice-President
10.1 During the absence or inability of the President, his/her duties shall be exercised by the Vice-President.
10.2 The Vice-President shall be charged with questions pertaining to the bylaws and parliamentary procedure, and shall render advice in such matters the Board, or members of the Association, at any such meeting.
Article 11: Duties of the Secretary
11.1 The Secretary shall be ex officio clerk of the Board of Directors. He/she shall attend all meetings and record all facts and minutes of all proceedings and make them available to the Board of Directors and members of the Association. He/she shall conduct the general correspondence of the Association.
11.2 The Secretary shall be the custodian of the seal of the Association and of all papers, records, correspondence, contracts and other documents belonging to the Association.
11.3 The Secretary shall notify the Directors of the time, place, and tentative agenda of upcoming meetings of the Board of Directors. He/she shall also notify members of the Association of the time, place and tentative agenda of meetings of the Association.
Article 12: Duties of the Treasurer
12.1 The Treasurer shall have charge of vested funds of the Association. He/she shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in such financial institutions as may from time to time designated by the Board of Directors.
12.2 He/she shall disburse the funds of the Association under the direction of the Board of Directors at the regular meetings or whenever required of him/her, an account of all his transactions as Treasurer.
Article 13: Duties of the Membership Director
13.1 The Membership Director shall record and keep a file showing names of members, their addresses, and dues renewal dates.
13.2 The Membership Director shall make available the Board of Directors with an up-to-date list of members in good standing when requested, complete with any address changes.
Article 14: Duties of the Sports Director
14.1 The Sports Director shall be the Association’s chief spokesperson in sports in where members are participants and representing the Association. He/she shall attend meetings of such sports associations the Association may be affiliated with and ensure all paperwork required for members to participate in sports be completed and submitted accordingly.
14.2 The Sports Director shall overlook any sports events hosted by the Association and any sports committee that may be established by the members of the Association.
Article 15: Duties of the Social Director
15.1 The Social Director shall be responsible for overseeing the social events of the Association and any social committee that may be established by the members of the Association.
Article 16: Duties of the Directors-at-Large
16.1 The two (2) Directors-At-Large shall be assigned to special projects and committees as determined by the Board of Directors and shall provide reports to the Board of Directors and/or members of the Association on such projects or committees.
Article 17: Membership
17.1 Each member shall uphold the constitution and comply with the by-laws and regulations of the Association in a manner respectful of its purpose, philosophy and image.
17.2 Every member shall be deemed to be in good standing, provided that he/she has paid any and all dues, fees or monies payable by him to the Association, and is not expelled or suspended by the members of the Association for any cause whatsoever.
Article 18: Annual, General and Special Meetings of Members
18.1 Any annual, general or special meeting of the members shall be held at the head office of the corporation or elsewhere in Ontario as the Board of Directors may determine from time to time and on such a day as the Directors shall appoint.
18.2 At every annual meeting, in addition to any other business that may be transacted, the report of the directors and financial statements shall be presented.
18.3 The President, Vice-President or the Board of Directors shall have the power to call at any time a special meeting of members. With due respect to the Board of Directors, the members of the Association shall have the right to call a special meeting of members, providing that a motion is passed to recognize the validity of such a meeting.
18.4 No public notice or advertisement of members’ meetings, annual or special, shall be required, but notice of the time and place of the meeting shall be sent to each member in either, transmitted or recorded, at least fourteen (14) days before such a meeting is held.
18.5 No error nor omission in giving notice of any annual, general or special meeting shall invalidate such meeting or invalidate or make void any proceedings taken or had at a such meeting, providing that the notice of the time and place of the such meeting has been sent to the members and without prejudice.
Article 19: Quorum of Members
19.1 A quorum for the transaction of business at any meeting of members shall consist of not less than twenty-one members present in person.
Article 20: Voting of Members
20.1 Each member of the Association shall be entitled to one vote. Each member may vote either in person or by proxy vote, providing that he/she provides in writing the name of the designated member of the Association who shall have his/her vote.
20.2 Each motion shall be decided in the first instance by a show of hands unless a vote by ballot is requested by any member.
20.3 A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence without proof of number or proportion of the votes recorded in favour of or against such resolution.
20.4 In case of an equality of votes at any annual, general or special meeting, the Chairperson shall be entitled to a second or casting vote.
Article 21: Fiscal Year
21.1 Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 31st of December in each year.
Article 22: Execution of Documents
22.1 Deeds, transfers, licenses, contracts and other engagement on behalf of the Association shall be signed by either the President or Vice-President and should either officers not be able to sign, the Secretary or Treasurer shall be the signing authority
Article 23: Books and Records
23.1 The directors shall see that all books, accounts and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.
Article 24: Auditing Financial Records
24.1 The members of the Association shall decide whether the Association shall make use of a professional auditor to review the financial records. Should this not be a feasible option for the Association, two (2) members of Association in good-standing and with acknowledged financial experience shall review the financial records at least twice in every financial year of the Association.
24.2 It shall be established that these two (2) members of the Association chosen to review the financial statements has no conflict of interest with the Association or with any of the Directors of the Board.
Article 25: Amendments
25.1 The by-laws of the Association may be empowered, repealed or amended by two-thirds (2/3) of members present at any annual, general or special meeting of the Association.
25.2 Proposed amendments shall be offered to the Board of Directors in writing no less than sixty (60) days prior to any annual, general or special meeting of members. The Secretary shall ensure that the proposed amendments, either transmitted or recorded, be sent to the members of the Association,