BY- LAW NO. 1
A By-law relating generally to the transaction of the affairs of the
ONTARIO ASSOCIATION OF SCHOOL BUSINESS OFFICIALS
ARTICLE I - HEAD OFFICE
The head office of the Ontario Association of School Business Officials (hereinafter referred to as the “Association” shall be in the Town of Markham, in the province of Ontario, and at such place therein as the Board of Directors may from time to time determine.
ARTICLE II - SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Association.
The corporate seal shall be kept at the head office of the Association.
ARTICLE III - MEMBERSHIP
The membership of the Association shall consist of persons in one or more of the membership classes set out in clause 3.02 who by qualification and payment of the fee referred to in clause 3.05 or by qualification alone, have been admitted to membership in the Association.
3.02 Classes of Members
a) Active Member
Active members in good standing shall be entitled to participate in and receive all benefits of the Association. Active membership is available to:
i) A person who performs a school business function and is employed by a public or catholic district school board, school authority, private school or the Ministry of Education
ii) A person employed in a school business function by a related educational organization.
b) Emeritus Members
Emeritus membership shall be available upon request to any person who has been an Active member in good standing of the Association and who has retired from active employment. Past Presidents of the Association upon retirement from active employment shall receive an Emeritus membership.
c) Honourary Members
A person who does not qualify as an Active member of the Association may in recognition of outstanding service to the Association or to the business of education in Ontario, be named an honourary member by resolution of the Board of Directors.
d) Business Associate Member
Business associate membership is available to a company, or a person employed by a company, commercially interested in providing a product or service for school business purposes.
e) Associate Member
Associate membership shall be available to:
i) school board trustees
ii) any person upon request who has been an Active member in the association and does not qualify under other membership categories and is approved for admission to this membership class by the Board of Directors
iii) other persons who may be approved for admission to this membership class by the Board of Directors
Any member of the Association may resign by submitting a resignation in writing to the Executive Director, who shall record the date of receipt thereof in the register and such resignation shall be effective upon the later of the date of such receipt or the date specified in the letter of resignation.
Membership in the Association shall not be transferable and shall terminate upon death, resignation or non-payment of fees as provided for in clause 3.05. Notwithstanding the above, where a member’s fee has been paid by the employer on behalf of a member and the employee leaves that employ, a membership shall be deemed to be terminated and, upon application, the employer shall have the right to nominate a successor to complete the unexpired portion of that member’s term.
The fees payable by members shall be as follows:
a) The amount of the annual fee payable by Active members and associate members shall be determined by the Board of Directors and approved by the members at an annual general meeting of the Association.
b) The fee payable by Emeritus members shall be equal to 10 per cent of the annual fee payable by Active members or a one-time fee equal to the annual Active member fee in the year paid.
c) No fee shall be payable by honourary members or past presidents of the Association upon retirement.
d) The annual fee payable by business associate members shall be double the annual fee payable by Active members.
e) Notwithstanding 3.05 a), any associate member who has been an active member in good standing within the previous 12 months may apply in writing for a reduced membership fee, such fee to be determined by the Board.
The Executive Director shall notify each member of the amount of the annual fee payable and if the member’s fee is not paid within ninety (90) days of the beginning of the fiscal year, the member in default shall thereupon cease to be a member of the Association but may be reinstated by the Board of Directors as a member in good standing upon payment of the fee in default.
ARTICLE IV - ANNUAL AND GENERAL MEETINGS
4.01 - Meetings
a) The annual or any other general meeting of the members of the Association shall be held at such place, date and time as the Board of Directors shall determine.
b) General meetings of the members of the Association, may be called at any time by the Board of Directors, or the president or on the written request of not less than one-tenth of the members of the Association entitled to vote thereat.
c) At every annual meeting, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statement and the report of the auditors shall be presented; and the Vice-President shall be elected.
e) Any meeting of the Association or of the Board of Directors may be adjourned to a time to be fixed by a vote of the members present and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required on any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
4.02 - Notice of Meetings
a) Notice of the date, time and place of every annual or other general meeting of the members of the Association shall be given to each member by sending the notice at least 20 days before the date fixed for the holding of such meeting.
b) It shall not be necessary to state in the notice the purpose of any annual or other general meeting and any business may be transacted thereat. No error or omission in giving notice of any annual or other general meeting or any adjourned meeting of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat, and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
c) All active members in good standing shall be entitled to a copy of the annual report.
4.03 - Voting
a) Active and Emeritus members may vote at the annual meeting or other general meeting in person.
b) Each Active or Emeritus member present at the meeting is entitled to one vote on each question at the annual or general meeting of the Association, and one vote for the Vice-President by secret ballot.
c) Questions at the annual or other general meetings shall be decided by a simple majority of the vote of members present in person. A tied vote will be ruled lost, except where otherwise stipulated in this By-law.
d) Every question at the annual or other general meetings shall be decided by a show of hands or a standing vote, as the Chair of the meeting shall direct.
e) Upon a show of hands or standing vote, a declaration by the Chair at the annual or other general meetings that a question has been carried or not carried and an entry to that effect in the Minutes of the Association shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favor or against such question.
f) In the case of the election of the Vice-President a tied vote shall be decided by lot.
ARTICLE V - BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board of Directors consisting of 10 persons each of whom shall be an Active member of the Association.
a) Seven Directors shall be appointed in a process determined by the Board of Directors;
b) One of the Directors shall be a member of the Council of Senior Business Officials committee;
c) The Vice-President shall be elected by the members of the Association; and
The remaining two Directors shall be the President, and Past-President by virtue of their office.
The Board of Directors shall be responsible for the direction of the affairs of the Association and may authorize in the name of the Association the making of any contract which the Association may lawfully make and, except as otherwise provided in this By-law or by law, may exercise all such other powers and authorize all such other acts and things as the Association is authorized to do.
The Directors shall receive no compensation for acting as such but shall be entitled to reimbursement for all reasonable expenses incurred in the performance of their duties on behalf of the Association.
A majority of the Directors shall form a quorum for the transaction of business.
Except as otherwise required under the By-law, the Board of Directors may hold its meeting at such place or places as it may from time to time determine and may, at any such meeting, consider or transact any business.
Meetings of the Board of Directors may be called by the President, the Vice-President or the Executive Director on the direction of either the President or the Vice-President. Meetings shall also be called by the Executive Director upon the written request of any three directors.
Notice of any meeting of the Board of Directors shall be delivered, telephoned, faxed, or otherwise electronically transmitted to each Director at his last address recorded in the Association’s register of members not less than seven days prior to the meeting. The statutory declaration of the Executive Director or President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.
Notwithstanding the requirement for notice set out in clause 5.07, no formal notice of any meeting of the Board of Directors shall be necessary if all directors are present, or if those absent have signified their consent to the meeting being held in their absence.
The Board may appoint a place and a day or days in any month or months for regular meetings at an hour to be named and when notice of the schedule of such regular meetings has been sent, no further notice of these meetings need be sent.
In the event that it appears that there is insufficient material to warrant the holding of a regular meeting, the Executive Director may with the approval of the President send out a notice of cancellation of the meeting but any agenda item proposed for the cancelled meeting shall be placed on the agenda for the next following meeting.
No error or omission in giving notice of any meeting of the Board of Directors shall invalidate such meeting or invalidate such proceedings taken thereat and any member of the Board of Directors may, at any time, waive notice of any such meeting, either before or after it is held, and may ratify and approve any or all proceedings taken or had thereat.
Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. In case of an equality of votes, the motion is lost. All votes at any such meeting shall be taken by a show of hands or verbally, or electronically if such meeting is held using electronic techniques. A declaration by the chair as to the decision on any question and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor or against such question.
The Directors of the Association may by resolution passed by a majority of the members of the Board of Directors, declare a seat on the Board vacant where a director:
a) submits in writing, a resignation from the office held and such resignation is accepted by the Board; or
b) fails to attend the meetings of the Board or its committees for a period of not less than three consecutive regular meetings without a leave of absence being granted by the Board.
a) If a vacancy occurs in the Board of Directors, the vacancy may be filled by the remaining Directors from among the active members in good standing to complete the term of office of the vacant position.
b) If a vacancy occurs in the office of Past President, at the discretion of the Board, a Past President may be appointed, or a serving Director may be appointed to act on the Executive Committee and an additional Director may be appointed to the Board until the next Annual Meeting.
c) If a vacancy occurs in the office of Vice-President, a serving Director may be appointed to fill the balance of the term in the office and an additional Director appointed until the next election.
The Directors may by special resolution increase the number of Directors and notice of the special resolution shall be filed with the members of the Executive Council to whom the administration of the Corporations Act is assigned by the Lieutenant-Governor in Council and published in the Ontario Gazette within fourteen (14) days after the resolution has been confirmed by the members (See Section 285 of the Corporations Act, R.S.O. 1980, c95).
An Active member in good standing of the Association may attend any Board of Directors meeting as an observer except for in-camera sessions. Participation in the meeting shall be covered by the written procedures of the Board.
ARTICLE VI - ELECTION
The election shall be by secret ballot at a time and place to be fixed by the Board of Directors in conjunction with the
At each election vacancies for the position of Vice-President shall be filled for a one-year term.
ARTICLE VII – TERM OF OFFICE
The term of office for all Directors shall be for two years from the end of the annual meeting after their appointment or accession or until their respective successors have been appointed or have acceded to office.
The term of a director in the office of President, Vice-President and Past President (as such officer) shall be for one year from the annual meeting after their election, appointment, or accession or until their successors have been elected, appointed or have acceded to office.
The term of office of the Executive Director shall continue while employed by the Association as Executive Director.
ARTICLE VIII - QUALIFICATION OF OFFICERS AND DIRECTORS
8.01 No member of the Board of Directors shall qualify for re-appointment in more than two consecutive terms but shall be eligible for election in a year thereafter.
To be eligible as a candidate for election to the office of Vice-President, a member must have served as a Director of the Association or shall have been a member in good standing for seven consecutive years previous to the day of the election and shall have served one year as the Chair of a Standing Committee.
To stand for election, a member must be nominated by two Active members.
Nominations shall be in writing and shall be given to any member of the Nominating Committee or Executive Director prior to March 31 each year.
Voting shall utilize a secret ballot. An advance poll will be held to allow for voting prior to the Annual Meeting. Voting in the advance poll may be by mail-in or electronic secret ballot as determined by the Board of Directors. The advance poll will close at a time determined by the Board. Votes from the advance polls will be counted by the Nominating committee and Executive Director at the Annual Meeting along with ballots cast at the Annual Meeting.
The accession to office upon the election of a Vice-President shall be as follows:
a) the incumbent Vice-President shall become President;
b) the incumbent President shall become Past President, and
c) the incumbent Past President shall retire.
The Association encourages a variety of representation from the various business functions.
ARTICLE IX - OFFICERS
The President shall:
a) preside at all meetings of the Association and of the Board of Directors;
b) preside at all meetings of the Coordinating Committee
c) approve the agenda in preparation for all meetings including the Board of Directors;
d) be ex-officio member of all committees; and
e) represent or cause to be represented the Association at all meetings with government ministries, committees or bodies where representation has been requested and approved by the Board of Directors.
The Vice-President shall
a) in the absence or inability of the President to act, exercise the functions of the President;
b) serve as a member of any general conference of the Association; and
c) serve as chair of the Resolutions Committee.
The Past President shall:
a) serve as chair of the Nominating and Elections Committee
b) serve as chair of the By-laws Committee.
The Executive Director shall:
a) also be Secretary and Treasurer of the Association and as such shall attend all meetings of the Board of Directors except when the Board of Directors is discussing the salary or employment of the Executive Director;
b) cause to be kept full and accurate records of the proceedings and transactions at all meetings of the Association and its Board of Directors and shall sign the same certifying the accuracy thereof to the President;
c) be responsible for the development, monitoring and presentation of the Association’s annual budget to the Board of Directors;
d) have power to approve expenditures to be incurred by the Association that have been authorized by the Board of Directors and shall sign the same certifying the accuracy thereof to the President;
e) cause to be kept a register of members in alphabetical order setting out the name and address of each member, the class of membership and the business function designated by the member;
f) have custody of the seal of the Association and shall be responsible for the property belonging to the Association and ensure its safekeeping;
g) cause to be kept a record of all correspondence of the Association, send out notices as required and make a full report in writing of the transactions of the Association at the annual meeting of the Association;
h) cause to be kept correct account of the finances of the Association and shall be responsible for receiving or collecting all monies due the Association and to ensure that the funds of the Association are properly kept for the Association in accordance with the instructions of the Board of Directors;
i) prepare all claims for payment for the signing officers of the Association;
j) render to the Board of Directors at the regular meetings or as required by the Board an accounting of all financial transactions and of the financial position of the Association;
k) be accountable to the Association for and deliver up to the Association upon demand, all monies, books, papers and other records and property belonging to the Association that are in the custody or possession of the Executive Director;
l) perform such other duties as may, from time to time, be assigned to the Executive Director by the Board of Directors; and
m) furnish a surety bond in an amount to be fixed by the Board of Directors with the premium of such bond to be paid by the Association.
ARTICLE X - SIGNING AUTHORITY
The signing officers of the Association shall be any two members of the Executive Committee.
Notwithstanding the foregoing, the Board of Directors may from time to time by resolution authorize any person or persons to sign on behalf of the Association and the corporate seal may be affixed to any instruments signed by any person so authorized.
ARTICLE XI - EXECUTIVE COMMITTEE
There shall be an executive committee consisting of the President, Past President, Vice-President and the Executive Director.
It shall be the duty of the executive committee to act on behalf of the Association as directed by the Board of Directors to facilitate the implementation of decisions of the Board of Directors.
ARTICLE XII - STANDING COMMITTEES
A list of the standing committees shall be published at least annually.
The Board of Directors may:
a) from time to time create Standing Committees as conditions warrant
b) recommend to the members of the Association the dissolution of standing committees as conditions warrant
c) assign a liaison director to standing committees on an individual or group basis
Any Active member of the Association may become a member of a standing committee by informing the chair of the committee of their intention to become a member of that committee.
The chair of a standing committee shall be determined annually by the members present at a meeting of the committee.
The duties of the standing committees shall be as follows:
a) to serve the needs of the members of the Association by studying questions pertaining to the specialty of the committee;
b) to prepare reports, briefs and presentations for submission to the Board of Directors and if such reports are to be distributed beyond the committee, they must be submitted to the Board. If they are suggesting an Association position, they must be approved by the Board before circulation beyond the committee;
c) to offer opportunities for members to obtain knowledge specific to their needs within the scope of the committee;
d) to organize their committee or sub-committees as necessary to carry out the functions of the committee provided that any such sub-committees shall report to the committee;
e) to hold meetings of the committee not less than six times each year unless otherwise approved by the Board and to forward minutes of the same to the Board of Directors;
f) to submit to the Board of Directors for prior approval, any correspondence on Association letterhead that communicates or implies a policy stance of the Association; and
g) to prepare and submit an annual report to the Board of Directors for inclusion in a general meeting reports package.
There shall be the following special purpose committees appointed by the Board of Directors:
a) Annual Conference Planning Committee chaired by the Vice-President;
b) By-laws Committee chaired by the Past President of the Board of Directors;
c) Nominating and Elections Committee chaired by the Past President; and
d) Resolutions Committee chaired by the Vice-President
e) Coordinating Committee made up of the Board of Directors and the Chairs of Standing Committees chaired by the President
The duties of the special purpose committees shall be as follows:
a) Annual Conference Planning Committee:
To plan and implement in accordance with guidelines approved by the Board of Directors an annual conference in conjunction with the annual meeting of the Association.
b) By-laws Committee:
To review the By-laws of the Association from time to time and to consider proposals or changes and to make representations to the Board of Directors respecting such matters.
c) Nominating and Elections Committee:
i) To prepare for the mail-in or electronic ballot of the Association, a list of nominees willing to stand for election of Vice-President for the ensuing year and to receive prior to the close of nominations, any further nominations that may be submitted to the committee.
ii)To organize the elections process each year and to prepare a report of the new set of Officers for the Annual Meeting; and
iii) To recommend to the Board of Directors potential new members of the Board of Directors
d) Resolutions Committee:
To receive, consider and to make recommendations on all resolutions that are to be placed before the members at any annual or general meeting of the Association.
e) Coordinating Committee:
i) To provide a forum for the implementation of new strategic directions and increase the interaction between the Board of Directors and the membership..
ii) Each standing committee may present to the coordinating committee a potential candidate for appointment to the Board of Directors.
ARTICLE XIII - AD HOC COMMITTEES
The Board of Directors may from time to time appoint persons to ad hoc committees to perform specific functions.
Such committees shall report to the Board of Directors and shall be dissolved either upon the earlier of completion of their task or the end of the term of office of the Board of Directors by whom the committee was appointed but the new Board of Directors may appoint or reappoint persons to such a committee.
ARTICLE XIV – INDEMNIFICATION OF DIRECTORS AN DOFFICERS
Every member of the Board of Directors and Officer of the Association, their heir, executors and administrators shall at all times be indemnified and save harmless out of the funds of the Association from and against:
a) All costs, charges and expenses whatsoever which they may sustain or incur in or about any action, suit or proceeding or permitted by them in or about the execution of the duties of their office or position on the Board of Directors as such officer or director of the Association except where such costs, charges or expenses are occasioned by their willful neglect or default.
ARTICLE XV – FINANCIAL YEAR
Unless otherwise approved by the Board of Directors and ratified at the annual or general meeting of the membership, the financial year of the Association shall end on the 31st day of August in each year commencing on August 31, 2001.
ARTICLE XVI – BORROWING
The Board of Directors may from time to time:
a) Borrow money on the credit of the Association;
b) Issue, sell or pledge securities of the Association;
c) Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed or other debt or any obligation or viability of the Association.
The Board of Directors may, from time to time, authorize any director, officer or employee of the Association or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Association as the Board of Directors may authorize, and generally to manage, transact and settle any borrowing of money by the Association.
ARTICLE XVII - GENERAL
The minutes of the proceedings at the annual meeting of the Association shall be published in a form approved by the Board of Directors.
ARTICLE XVIII - AMENDMENTS TO BY-LAWS
This By-law may be amended at the annual or a general meeting provided that notice of the proposed amendment has been given in writing to all Active members at least fifteen (15) days in advance of the meeting provided that there is a two-thirds (2/3) affirmative vote of the Active members present at the meeting.
ARTICLE XIX - PREVIOUS BY-LAWS RESCINDED
All previous By-laws adopted by the Association prior to the adoption of these By-laws are hereby rescinded.