Queen Street Patients Council - By-law 1

NOTE: These Bylaws are no longer in use by the Queen Street Outreach Society.

A by-law relating generally to the transaction of the affairs of the Queen Street Patients Council, a corporation without share capital incorporated under the Ontario Corporations Act (Ontario Corporation Number 1136694).

Be it enacted as a by-law of the Queen Street Patients Council (the Corporation) as follows:

HEAD OFFICE

1. The head office of the Corporation shall be therein the city of Toronto in the Province of Ontario. The directors may, from time to time, determine the specific location of the head office.

SEAL

2. There shall be a corporate seal for the Corporation. An imprint of the corporate seal is impressed on the margin.

[imprint of seal]

MISSION STATEMENT

3. The Queen Street Patients Council advocates for the rights, interests, choices and visions of psychiatric survivors and consumers, as individuals and as a community.

GOALS AND OBJECTIVES

4. The establishment and operation of a psychiatric survivor and consumer organization at the Centre for Addictions and Mental Health, Queen Street Division for the purpose of:

a) advocating for and with psychiatric survivors and consumers who do or have received services from Centre of Addiction and Mental Health, Queen Street Division.

b) assisting and providing information to psychiatric survivors and consumers, and psychiatric consumer/survivor groups.

c) liaising with other groups whose goals are not inconsistent with the goals of the Queen Street Patients Council.

d) pursuing any other complementary purposes not inconsistent with the goals of the Queen Street Patients Council.

e) educating the public regarding psychiatric consumer and survivor issues and developing better community understanding of psychiatric survivors and consumers as part of their society.

BOARD OF DIRECTORS

5. The affairs of the Corporation shall be managed by a Board of Directors of twelve (12) directors. As many as four (4) members-at-large may be elected to serve as alternate Board members in the case of regular Board members' absence from board/general members meetings.

6. The positions of Chairperson, Vice-Chairperson, Secretary and Treasurer shall be determined by a simple majority vote of all eligible voting members present in person or by proxy.

7. Each director shall be a voting member of the Corporation at the time of his or her election, and shall remain a voting member throughout his or her term of office, and subject to annual renewal or membership.

8. Each director shall be elected to hold office until the first annual general meeting after he or she was elected, or until his or her successor shall have been duly elected. All directors shall retire at each annual general meeting, but each is eligible for re-election if he or she is otherwise qualified to be a director, provided that a director may only be elected for two successive terms of office of two years and thereafter must stand down for a period of at least one year, notwithstanding the provisions made that he/she can be elected at board/general members meetings to serve on the board.

VACANCIES: BOARD OF DIRECTORS

9. In the event of a vacancy on the Board of Directors, the vacancy will be filled by a vote of the members at the next regular board/general members meeting.

10. The members of the Corporation may elect a director by a show of hands, provided that upon the request of a member, such voting will be carried out by secret ballot.

REMOVAL OF DIRECTOR: BOARD OF DIRECTORS

11. The members of the Corporation may remove a director by a resolution passed by a simple majority of all eligible voting members either in person or by proxy at a general or special members meeting for which notice was given and by simple majority vote, and elect at that meeting any eligible person in his or her stead for the duration of the term.

QUORUM AND MEETINGS: BOARD OF DIRECTORS

12. A majority of directors (50% plus 1) shall form a quorum for the transaction of business. The directors shall, at the instruction of a majority of members in 30. a), establish regular general members meetings. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine at the instruction of the membership. The board may appoint a day or days in any month or months for regular general meetings and notice shall be given to the general membership of these dates in accordance to annual and general member meetings.

13. Board meetings may be called by any director. Notice may be given by telephone or by transmittal not less than one day before the meeting is to take place, or by mail not less than five (5) working days before the meeting is to take place. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named. If regular meetings are to be scheduled, no additional notice is required.

14. No formal notice of any future meeting of the board shall be necessary if all the elected directors are present or if those absent have indicated their consent to the meeting being held in their absence; and furthermore, any board meeting may be adjourned without a notice period being given if all directors consent to the adjournment, and those not able to attend at the new date waive their right in that regard.

ERRORS IN NOTICE: BOARD OF DIRECTORS

15. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

VOTING: BOARD OF DIRECTORS

16. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairperson, in addition to his/her original vote, shall have a second or casting vote. All directors and general members as voting members, either in person or by proxy, will have one vote on all matters requiring a vote at regular general meetings. All votes at such a meeting shall be taken by ballot if so demanded by any director or general member present, but if no demand made, the vote shall be taken in the usual way by assent or dissent. 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 as prima facie proof of the number or proportion of the votes recorded in favour of or against such resolutions.

POWERS: BOARD OF DIRECTORS

17. The directors may, on behalf of the Corporation, exercise all the powers that the Corporation may legally exercise under the Act, the letters patent, or otherwise; unless the directors are restricted by law from exercising those powers. These powers include, but are not limited to the power:

a) to enter into contracts or agreements,

b) to make banking and financial arrangements,

c) to execute documents,

d) to direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the Corporation,

e) to purchase, lease or otherwise acquire, sell, exchange or otherwise dispose of real or personal property, securities, or any rights or interests for such consideration and upon such terms and conditions as the directors may consider advisable,

f) to borrow on the credit of the Corporation for the purpose of operating expenses, or on the security of the Corporation's real or personal property, and

g) to purchase insurance to protect the rights and interests of the Corporation and to indemnify the Corporation, its members, directors and officers from any claims, damages, losses, or costs arising from or related to the affairs of the Corporation.

REMUNERATION OF DIRECTORS

18. The directors shall receive no remuneration for acting as such.

OFFICERS OF THE CORPORATION

19. There shall be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than one office except the Chairperson. All officers shall be elected by the board of directors and the general members attending the first general meeting after the annual general meeting, provided that in default of such election the then incumbents, being members of the board shall hold office until their successor is elected.

DUTIES OF THE CHAIR AND VICE-CHAIR

20. the Chairperson shall chair all meetings of the Corporation and of the board, when present in person and able; have general supervision of the affairs of the Corporation; sign all by-laws and execute any documents with the Secretary; perform any other duties which the board may, from time to time, assign; the Vice-chairperson shall exercise any or all or the duties of the Chairperson in the absence of the Chairperson, or if the Chairperson is unable for any reason to perform those duties and perform any other duties which the board may from time to time assign;

DUTIES OF THE SECRETARY

21. the Secretary shall ensure the keeping and maintaining of the records and books of the Corporation, including the registry of officers and directors, the registry of members, the minutes of the annual general meeting, general meetings and meetings of the board, the by-laws and resolutions; give notices required for the annual general meeting, general meetings and meetings of the board of directors; and, perform any other duties which the board may, from time to time, assign;

DUTIES OF THE TREASURER

22. the Treasurer ensure the keeping and maintaining of the financial records and books of the Corporation; assist the auditor in the preparation of the financial statements of the Corporation; and perform any other duties which the board may, from time to time, assign.

DUTIES OF THE OTHER DIRECTORS

23. The duties of all other directors of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

INDEMNIFICATION

24. The Corporation shall indemnify and save harmless the directors, their heirs, executors and administrators, and their estates and effects, respectively, from time to time, and all times from and against:

a) all costs, charges and expenses whatsoever that they sustain or incur in or about any action, suit or proceeding that is brought, commenced, or prosecuted against them, for or in respect to any act, deed, matter or thing whatsoever made, done or permitted by them in their execution of the duties of their office,

b) all other costs, charges, and expenses they sustain or incur in or about, or arising from, or in relation to the affairs of the Corporation, except costs, charges or expenses thereof as are occasioned by their own wilful neglect or default.

COMMITTEES

25. The Board shall set up such committees to advise and assist it and appoint such members thereto, which may include members outside of the membership category 30. a), as it deems fit.

EXECUTION OF DOCUMENTS

26. Deeds, transfers, licences, contracts and engagements of behalf of the Corporation shall be signed by either the Chairperson or Vice-Chairperson and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.

27. Contracts and other documents in the ordinary course of the Corporation’s operation may be entered into on behalf of the Corporation by the Chairperson, Vice-Chairperson or by any person authorized by the board.

28. Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Corporation may or shall be executed.

BOOKS AND RECORDS

29. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

MEMBERSHIP

30. The membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by the board of directors. The following persons shall be eligible for membership in the Corporation:

a) Psychiatric survivors or consumers of the Centre for Addiction and Mental Health, Queen Street Division, and/or psychiatric survivors or consumers who live in the CAMH, QSD catchment area, and who are not in a permanent or time limited working relationship with CAMH and in agreement with the Goals and Objectives hereof (4.) propounded by the Corporation as it is amended from time to time by the Board of Directors.

b) Such other persons who are in agreement with the Goals and Objectives (4.) propounded by the Corporation, as it is amended from time to time by the Board of Directors, provided that only those persons in category (30. a) shall be eligible to vote.

31. Membership shall cease:

a) upon the death of a member,

b) if the member has not renewed his or her membership prior to or at the annual general meeting,

c) if the member resigns by written notice given to the secretary, or

d) if the member no longer qualifies for membership in accordance with the by-laws and other applicable policies as they are amended from time to time by the Board of Directors.

DUES: MEMBERSHIP

32. There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by unanimous vote of the board of directors, which shall become effective only when confirmed by a vote of the members at an annual or other general meeting.

ANNUAL AND OTHER MEETINGS OF MEMBERS

33. The annual general meeting of the Corporation shall be held at the head office of the corporation or elsewhere in Ontario as the board of directors may determine and on such a day as the said directors shall appoint, but no later than eighteen (18) months after incorporation and no later than fifteen (15) months after the last annual general meeting in subsequent years. 34. The business to be dealt with at an Annual General Meeting shall be as follows:

a) hearing and receiving the reports and statements required by the Corporations Act to be read at and delivered before the Corporation at the meeting;

b) electing such Directors as are to be elected;

c) approving the financial statements and the report of the auditor brought before the meeting; and

d) appointing the auditor;

e) the transaction of any other business properly brought before the meeting without any notice thereof.

35. The directors shall, at the annual general meeting by instruction of a majority of members in 30.a), establish regular general meetings wherein all voting members, either in person or by proxy, will have one vote on all matters requiring a vote at such a meeting.

36. The directors may, from time to time, call special general meeting of the Corporation.

a) A special general meeting may be held at such place within Ontario as may be designated beforehand by the directors, provided that this has been agreed to by a majority of members in 30.a)

b) The directors shall call a special general meeting if at least fifteen percent (15%) of the members of the Corporation request that a special general meeting be called.

37. Notice of the annual general meeting or of regular and special general meeting shall be given to the members by the Secretary at least thirty days before the meeting.

ERROR OR OMISSION IN NOTICE TO MEMBERS

38. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation 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, appove and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, shall be the address last recorded on the books of the Corporation.

ADJOURNMENTS

39. Any meeting of the Corporation may be adjourned by the Chairperson to anytime, and from time to time. No notice shall be required for any adjournment. An adjournment may be made with or without a quorum being present.

QUORUM OF MEMBERS

40. Quorum for the annual general meeting, or for a general meeting of the Corporation, shall be at least fifteen percent (15%) of the members of the Corporation, present in person or by proxy, provided that at least 15 members, other than directors, are present in person at the meeting.

VOTING OF MEMBERS

41. "Voting Members" shall consist of those persons as set out in sub-paragraph 30. a) hereof who are admitted into membership by the directors.

42. Every member in good standing at any general meeting of the Corporation is eligible to attend and speak at such meeting, provided that only such members as are within 30. a) may vote at a meeting.

43. Every member in good standing who is also a person within 30. a), may hold any office in the Corporation.

44. A member who is entitled to vote at a meeting, as stated in 30. a), may do so by written proxy delivered to the Secretary three working days prior to the vote.

45. The Chair of the meeting is entitled to a casting vote only in the event of a tie on any matter before the meeting that has been voted upon by members.

FINANCIAL YEAR

46. The fiscal year of the Corporation shall begin on April first (1) of each year and end on March thirty-first (31) of the following year.

SIGNING AUTHORITY, CHEQUES, ETC.

47. All cheques, bills of exchange, requests or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

NOTICE

48. Any notice required to be given under the Act, the letters patent, the by-laws or otherwise, by a member, director, officer or auditor shall be deemed to have been given if:

a) delivered personally to the person to whom it is to be given,

b) delivered to the persons' address as recorded in the Corporation's records,

c) mailed to the person's address as recorded in the Corporation's record by pre-paid ordinary mail,

d) sent to the person's address as recorded in the Corporation's records by any means of pre-paid transmittal, delivery or recorded communication.

49. A notice shall be deemed to have been given when it is delivered personally, or delivered to the person's address, or after five working days of it being mailed or transmitted.

50. The notice shall specify the business to be attended to at the annual general meeting, or the general or special general meeting.

INTERPRETATION

51. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

Passed by the Board of Directors
and sealed with the Corporate Seal this day of

________________.

_________________________________

Chairperson

____________________________

Secretary

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