CONSTITUTION AND BYLAWS
(Original Incorporation 1994 • Amended 1995, 1999, 2005)
CONSTITUTION
ARTICLE I
- The name of the Society is “Sunshine Coast Healthcare Auxiliary”.
ARTICLE II
The purposes of the Society are:
- To raise funds for the Hospital and related Health Care programs.
- To provide volunteer services and funds in order to enhance the quality of health care and comfort.
- To encourage community support of the Hospital and related Health Care programs.
ARTICLE III
- The operations of the Society are to be chiefly carried out within the area of the Local Health Area 46. This shall be an unalterable provision.
ARTICLE IV
- The Society shall be constituted exclusively for charitable purposes. This clause is unalterable.
ARTICLE V
- The Directors and members shall serve without remuneration and shall not receive, directly or indirectly, any profit of the society, but may be paid for expenses incurred in performance of their duties. This clause is unalterable.
ARTICLE VI
- In the event of dissolution of the Society, the Society shall distribute any assets remaining, after payment of all debts and obligations, to a registered Charity in British Columbia recognized by Revenue Canada. This article is unalterable.
ARTICLE VII
- British Columbia recognized by Revenue Canada. This article is unalterable.
BYLAWS
PART I DEFINITIONS
- In these Bylaws, unless the context otherwise requires:
“Society” means Sunshine Coast Healthcare Auxiliary.
“Auxiliary” means the organization of members in geographically located Branches.
“Branch” means one of several groups of members operating within the structure of the Auxiliary.
“Board” means the Board of Directors of the Auxiliary.
“Director” means a person elected or appointed to serve on the Board of Directors. - The definitions in the Society Act, on the date these Bylaws became effective, apply to these Bylaws.
- Words imparting the singular include the plural and vice versa, and words imparting a male person include a female person.
PART II MEMBERSHIP
- A member of the Auxiliary is in good standing upon payment of annual dues.
- Every member must uphold the Constitution and comply with these Bylaws.
- The annual dues will be determined at the Annual General Meeting.
- Any member is eligible to become a Director or Officer of the Auxiliary.
- Life Membership is an honour that may be awarded. A life member shall have all the privileges of a member for life and shall not be required to pay annual dues.
- A person ceases to be a member of the Auxiliary and forfeits all rights and privileges upon:
a) submitting a resignation in writing, or
b) failing to pay annual membership dues, or
c) upon dissolution of the Auxiliary. - A member may be expelled by a special resolution of the members passed at a general meeting:
a) the notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
b) the person who is the subject of the proposed resolution for expulsion must be given the opportunity to be heard at the general meeting before the special resolution is put to a vote.
PART III OFFICERS
- The elected officers of the board shall be: President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, and Publicity Officer.
- The term of office of each shall be from January 1 to December 31.
- Elected Officers may hold the same office for no more than two consecutive years.
- Under exceptional circumstances and with the approval of the membership an elected Officer may hold the position for one (1) additional year.
- A vacancy in any office which occurs between Annual Meetings may be filled by an appointment approved by the majority of the remaining Board, following a recommendation of the Nominating Committee.
PART IV DUTIES OF OFFICERS
- The President shall:
a) preside over the meetings of the Auxiliary, the Board and the Executive Committee
b) represent the Auxiliary as its spokesperson in the community and at national and provincial and affiliated organizations
c) provide leadership over the affairs and activities of the Auxiliary and supervise other Officers and Directors in the execution of their duties.
d) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. - The 1st Vice President shall:
a) assume the duties of the President if the President is absent or unable to assume such duties.
b) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. - The 2nd Vice President shall:
a) assume the duties of the 1st Vice President if the 1st Vice President is absent or unable to assume such duties.
b) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. - The Secretary shall:
a) record and maintain minutes of Board Meetings, Executive Committee Meetings, the Annual General Meeting and any Special General Meetings of the Auxiliary.
b) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. The Treasurer shall:
a) maintain financial records including annual budget, investments, regular financial statements and records of funds received and disbursed
b) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. - The Publicity Officer shall:
a) prepare and circulate promotional material, initiate media coverage and create opportunities for enhanced communication with members.
b) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. - The Immediate Past President shall:
a) serve in an advisory capacity to the President, the Executive Committee and the Board.
b) perform other duties as may be designated by the Board, the Executive Committee, or these Bylaws. - Officers will maintain records pertaining to their duties. Upon completion of a term of office, all working files must be turned over to the new incumbent.
PART V DIRECTORS
- The Board of Directors will consist of the elected Officers, the Immediate Past President, and one (1) designated representative of each Branch and Standing Committee.
- If a designated Director can not attend a meeting an alternate may attend and shall have one vote.
PART VI RESPONSIBILITY OF DIRECTORS
- The Board of Directors is accountable and legally responsible for the affairs of the Auxiliary. The Board must plan for the long term success of the Auxiliary. In order to fulfill these responsibilities the Board of Directors shall:
a) develop policies and procedures to guide the operation of the Auxiliary
b) oversee the management of all revenues and expenses and of all assets of the Auxiliary
c) approve three signing officers for all contracts, agreements, cheques and documents, any two of whom may execute each signing
d) monitor and evaluate Auxiliary programs
e) promote the Auxiliary in the community
f) be cognizant of and adapt to changing needs of Hospital and Health Care programs in the community.
PART VII REMOVAL OF DIRECTORS FROM OFFICE
- Directors shall be removed from office by the Board if they miss three (3) consecutive Board meetings without prior notification and reasonable excuse.
- Directors may be removed from office by a special resolution of the Board passed by a three-quarter (3/4) majority of the Directors present, provided that notice of the meeting specifies that such a matter is to be on the agenda and gives the particulars of the grounds for the resolution.
PART VIII COMMITTEES
- Executive Committee:
a) Elected Officers
b) Immediate Past President - Standing Committees:
a) Thrift Shop
b) Gift Shop
c) Loan Cupboard
d) Education
e) Nominating - Ad Hoc Committees:
a) shall be appointed for a specific purpose
b) shall confine its activities to the purpose for which it was appointed
c) shall be automatically discharged as soon as it has completed the set task
d) shall have power to act only if such power is specified in the motion which created the committee
PART IX MEETINGS
- The Auxiliary shall hold an Annual General Meeting not more than fifteen (15) months after the last preceding Annual Meeting. Notice of the time and place of the meeting shall be given at least fourteen (14) days before the meeting.
- A Special Meeting may be called at anytime by the Executive Committee or on written request of at least five (5) Directors. Notice of the purpose, time and place shall be given at least fourteen (14) days before the meeting.
- At any meeting of the Auxiliary fifteen (15) per cent of the membership shall constitute a quorum.
- At any meeting of the Board, two-thirds (2/3) of the members eligible to vote shall constitute a quorum; however, a quorum shall never be fewer than three persons.
- At any meeting of the Board, a simple majority of votes cast shall carry a motion.
PART X ELECTIONS
- An election of Officers shall be held each year at the Annual General Meeting of the Auxiliary.
- At least ninety (90) days before the Annual General Meeting the Immediate Past President, or Alternate, and two (2) members shall be appointed by the Board to serve on the Nominating Committee.
- The Nominating Committee shall present a slate of Officers at the last regular Board meeting prior to the Annual General Meeting.
- Further nominations may be made and seconded in writing by any member with the consent of the nominee.
- Nominations shall be submitted to the Nominating Chair at least seven (7) days prior to the Annual General Meeting.
- A written ballot shall be taken for any office for which more than one person is nominated.
PART XI VOTING
- At General and Special Meetings of the Auxiliary, every member in good standing shall have one vote.
- At meetings of the Board, each Director or alternate shall have one vote.
- Referrals to Branches:
a) a vote of the membership is required for:
i. any disbursements over $2000.00
ii. or other matters at the discretion of the board
b) voting shall take place at the Branch meetings and the result of the votes shall be reported in writing at the next Board Meeting to constitute the final vote on the matter.
PART XII FISCAL YEAR and FINANCIAL REVIEW OF ACCOUNTS
- The fiscal year of the Auxiliary shall be October I to September 30.
- The books of account of the Auxiliary and its Standing Committees shall be reviewed at the end of the fiscal year by an independent accountant appointed by the membership.
PART XIII AMENDMENTS
- The Bylaws may be amended by a three quarter (3/4) majority vote of the membership at any General or Special Meeting provided that thirty (30) days notice of intent is given.
PART XIV BORROWING:
- The Executive may borrow or raise funds, provided the debenture shall not be issued without special resolution of the membership.
PART XV PARLIAMENTARY AUTHORITY:
- All questions of procedure at any meeting of the Auxiliary shall be decided in accordance with Robert’s Rules of order, most recently revised, provided Robert’s Rules are not inconsistent with these by laws.