This 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:
a) 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;
b) Without restricting in any ways the generality of the foregoing, to carry out any instructional, educational, entertaining or other meetings;
c) To conduct a restaurant or cafeteria for the purpose of serving refreshments, including cigarettes, tobacco and cigars, to the members and their friends, with any profits from such activity to be used in promoting the objects as set out herein;
d) 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;
e) To purchase and sell beverages, subject to such laws and regulations as may be imposed by the Province of Ontario, with any profits from such activity to be used in promoting the objects as set out herein;
f) To engage in and promote all kinds of sport and sporting activities or other health-giving projects; and
g) To provide accommodation and to promote friendly and social intercourse among the members for the purpose of improving their health and education.
This is a by-law relating to the transaction of the affairs of Toronto Association of the Deaf (TAD), a local corporation without share capital, incorporated under the laws of the Province of Ontario.
The corporation shall be carried on without the purpose of gain for its members and profits or other accreditation to the Corporation shall be used exclusively in promoting its objectives.
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”.
The Head Office of the Association 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.
2.1 The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Association.
3.1 Membership in the Association shall be open to any person who is eighteen years of age or older; and supports and abides by the aims and purposes of the agency’s objects.
3.2 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.
3.3 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.
3.4 The Board of Directors may from time to time fix and determine the amount of dues or fees payable by members. Such dues shall be paid annually. Those members who have paid their dues shall be considered members in good standing.
3.5 Membership in the Association shall cease a. upon the death of a member;
1. if the member resigns by written or verbal notice given to the Secretary, in which case the Secretary will provide a declaration, together with any reasons the member wishes to convey, to the Board of Directors; or
2. if the member no longer qualifies for membership in accordance with the by- laws.
3.6 The Board shall be empowered to remove the privilege of membership from any member who in the determination of the Board, acts contrary to the interests of the Association, provided that any such member shall be granted the opportu- nity to be heard.
4. Annual, General and Special Meetings of Members
4.1 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.
4.2 A quorum for the transaction of business at any meeting of members shall consist of not less than twenty-one members present in person. No business shall be transacted at any meeting of the Association unless a quorum of mem- bers is present. If, within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting shall be dissolved.
4.3 The annual meeting of the Association for the purpose of receiving the an- nual report of the affairs of the Association for the preceding fiscal year, electing directors for the ensuing fiscal year, and for transacting such other business as may come before the meeting, shall be held within six months after the fiscal year end, on such date and at such time and place as determined by the Board of Directors.
4.4 General meetings of the members shall be held at the time and place that the directors decide and every general meeting other than an annual general meeting is a special general meeting.
4.5 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, 5 percent (5%) of the members of the Association shall have the right to require the President to call a special meeting of members, providing that the issue is of a serious nature. Such a meeting shall be held at a time and place intended to facilitate the attendance of the majority of the members.
4.6 All business transacted at a special meeting of the members or at an annual meeting of the 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.
4.7 No special business may be transacted at a meeting of the members unless the notice of meeting stated the nature of the business in sufficient detail to permit members to form a reasoned judgement thereon.
4.8 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 thirty (30) days before such a meeting is held. If the issue(s) to be discussed is of a serious nature, at least fourteen (14) days is required before such a meeting can be held.
4.9 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.
4.10 Voting at meetings of members shall be governed as follows:
a) 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 writ- ing the name of the designated member of the Association who shall have his/h- er
b) Each motion shall be decided in the first instance by a show of hands unless a vote by ballot is requested by any mem
c) 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 resolut
d) 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.
5. Board of Directors
5.1 The affairs of the Association shall be managed by a board of seven (7) direc- tors, each of whom at the time of his/her election shall be a member of the Asso- ciation.
5.2 The Board of Directors shall consist of a) the officers, b) the chairpersons of standing committes and c) directors-at-large
5.3 Each director shall:
1. be at least eighteen years of age; b. not be an undischarged bankrupt; c. be a member of the Association;
2. not hold a paid position with the Association and not enter into a contract for services with the Association, i.e., no director may make application for employment with the Association or any employee make application for directorship with the Association within a six month period prior to or after holding either employment or directorship;
3. be a person interested in furthering the objects of the Association; and
4. the majority of the directors must be identified as deaf, hard-of-hearing or deafened and any director not so identified must possess the appropriate skills to communicate effectively at meetings by appropriate mean
5.4 The Board of Directors shall serve the interest and objectives of the member- ship in supervision, control and direction of the affairs of the Association in deter- mining policies and in performing its duties. It may adopt rules and regulations for the conduct of its business and subject to ratification by the membership, ap- point an Executive Director and may also appoint such other agents as it may consider necessary.
5.5 The first year this by-law is in effect, one half of the directors shall be elected at a meeting of members to hold office for the term of two (2) years. The elec- tion may be by a show of hands unless any member demands a vote by ballot.
5.6 In subsequent years, only one half of the board shall have their term expire and
1 At each annual meeting, directors shall be elected to replace those whose term of office has expired.
2. Retiring directors if otherwise qualified, shall be eligible for re-election.
3. Except with the approval of a general or special meeting of the members, no member shall be eligible to hold office as director if he or she is a party to any contract for profit with the Association that confers upon him any rights other than such as are accorded members generally.
4. No person who is a regular employee of the Association shall be eligible to hold office as director.
5. A director shall hold office until his or her successor is elected and, further, a retiring director shall remain in office until the termination or adjournment of the meeting at which his/her retirement is accepted and his/her successor is elected or appointed.
5.7 Other than the first year of this By-law when some directors will have a one year or three year term, the term of membership of a director shall be two years, one half of the members retiring at each annual general meeting but a retiring director shall be eligible for re-election as a director if otherwise qualified.
5.8 The office of director shall be vacated:
1. if a director shall resign his/her office by submitting a written resignation to the President of the Corporation.
2. if a director ceases to be an active member;
3. if, at a special general meeting of active members, a resolution is passed by three-quarters of the active members present at the meeting that he/she be removed from office for just cause.
5.9 Vacancies of the Board of Directors, however caused, may so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they so direct, until the next general meeting of the members at which the directors for the ensuing term are elected, when such vacancies shall be filled for the rest of the term.
5.10 The officers of the Association shall be the President, Vice-president, a Secretary and a Treasurer, and such other officers as the Board of Directors may determine from time to time. One person may hold more than one office except the offices of President and Vice-President and no officer shall hold the same office for more than two terms. The President shall serve only two consecutive terms, a total of four years.
6. Meetings, Board of Directors
6.1 Five (5) members of the Board of Directors shall form a quorum for the trans- actions 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 other 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.
6.5 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.
6.6 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.
6.7 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.
7. Powers and Duties 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.
7.3 No member of the Board of Directors shall receive any direct remuneration from the Association for services rendered as a member of the Board of Directors of the Association, provided that any director may be reimbursed for reasonable expenses actually incurred in connection with the business of the Association.
7.4 The Corporation shall have an Executive Committee. It shall be composed of the President, the Past-president, the Vice-president, the Secretary and the Treasurer. The Executive Committee has all the powers of the Board of Directors in the intervals between the meetings of the Board. All action shall be reported at the next regular meeting of the Board of Directors.
7.5 The President shall
a) be the chief representative for the Association;
b) when present, preside at all meetings of the members of the Association and of the Board of Directors; and
c) ensure that the Board of Directors exercise, with due diligence, the general management and supervision of the affairs and operations of the Association.
7.6 The Vice-President shall
a) During the absence or inability of the President, exercise his/her duties; and b) 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 me
7.7 The Secretary shall
a) be ex officio clerk of the Board of Directors;
b) 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;
c) conduct the general correspondence of the Association;
d) be the custodian of the seal of the Association and of all papers, records, correspondence, contracts and other documents belonging to the Association; d) notify the Directors of the time, place, and tentative agenda of upcoming meetings of the Board of Directors; and
e) notify members of the Association of the time, place and tentative agenda of meetings of the Association.
7.8 The Treasurer shall
a) have charge of vested funds of the Association;
b) keep full and accurate accounts of all receipts and disbursements of the
Association in proper books of account;
c) 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
e) disburse the funds of the Association under the direction of the Board of Directors; and
f) at the regular meetings or whenever required of him/her, render an account of all his/her transactions as Treasurer/
7.9 Any other directors who are appointed by the officers, such as the Membership Director, the Sports Director , the Social Director or any Directors- At-Large, shall be assigned duties and projects 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.
7.10 The Association agrees to indemnify and save harmless the directors for all actions undertaken by them in good faith on behalf of the Association, claims, suits or proceedings brought against them, provided that no director shall be indemnified by the Association in respect to any liability, costs, charges or expenses that he/she sustains or incurs as a result of his/her own fraud, dishonesty, willful neglect or willful default.
7.11 The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as it deems expedient, provided that such rules and regulations shall have force and effect only until the next annual general meeting of the members of the Association when they shall be confirmed, and failing such confirmation at such annual general meeting of active members shall at and from such time cease to have any force and effect.
8. Books, Records and Accounting
8.1 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.
8.2 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.
8.3 Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 31st of December in each year.
8.4 All monies belonging to the Association shall be deposited in a bank account in the name of the Association at a branch of a Chartered Bank or Trust company in Canada by any officer or by an employee so designated by the Board. No cheque or other order for the payment of monies shall be valid unless signed by in accordance to a resolution of the Board made from time to time.
8.5 Deeds, transfers, assignments, contracts, obligations, certificates and other documents may be signed on behalf of the Corporation by two persons, one being the President or Vice-president and the other being the Secretary or Treasurer.
8.6 In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular document or documents may or shall be signed. Any signing officer may affix the corporate seal to such documents which he or she has signed.
8.7 The books, accounts and records of the Association shall be audited at least once a year by a duly qualified chartered accountant elected for that purpose at the annual general meeting. Complete and proper financial statements of the previous year shall be presented at the annual general meeting of the Association for approval.
9.1 These by-laws may be amended or added to or repealed in whole or in part by two thirds of the votes of the members present at an annual or special general meeting of the Association on a motion of which 21 days’ notice has
been mailed to every member, provided such contained a copy of such motion or a summary of the motion or by-law, indicating the effect of the changes to be made in the by-laws of the Association.
9.2 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.
10. Arbitration or Mediation of Disputes
10.1 Any dispute concerning the interpretation or application of the by-laws, and any dispute concerning the rights of a member or the powers of a director or officer, shall be submitted to and decided by arbitration under the Arbitration Act of the Province of Ontario.
11.1 It is the unalterable provision of this by-law that members of this Association shall have no interest in the property and assets of the Association and that upon dissolution or winding up of the Association any funds and assets of the Association remaining after satisfaction of its debts and liabilities, shall be distributed to a volunteer organization in the area whose objectives most clearly accord with those of this Association and determined by its members at dissolution.
Veronica Bickle. President
Trisha Small, Secretary