(Ratifies -October 25, 2022) Consolidated by-laws relating generally to the transaction of the business and affairs of the Ontario 4-H Council
PREAMBLE: MISSION STATEMENT, OPERATING PRINCIPLES AND OBJECTIVES
a) a) Mission Statement:
The Ontario 4-H Council provides leadership and direction to the 4-H program.
b) Operating Principles:
The Ontario 4-H Council values and encourages stakeholder involvement and shared decision making of all participants.
The Ontario 4-H Council values and encourages opportunities for organizational and personal development of all participants, especially youth in Ontario.
• ensure the continuation and development of a strong 4-H program in Ontario;
• develop resources and implement policies and programs on a provincial basis to further the goals of 4-H in Ontario;
• act as a representative body for 4-H stakeholders in Ontario;
• promote and market 4-H as an organization for youth in Ontario;
• encourage representation from Ontario on national and international 4-H opportunities;
• encourage and support local 4-H Associations.
Ontario 4-H Council is a corporation incorporated under the Agricultural and Horticultural Organizations Act of Ontario which is also governed as a non-share capital corporation under the Not-for-Profit Corporations Act, 2010. It is organized pursuant to this bylaw as follows:
• the members shall be the representatives elected/ appointed by the local 4-H Associations, plus the President, the Past President, the Director-Community, and the Director-Youth. They shall meet periodically in members meetings.
e) the members shall at the annual meeting each year elect from amongst themselves five (5) directors (of the 10 total), who with the President, the Past President, the Director-Community, and Director-Youth, shall form the Board of Directors to manage the business and affairs of Ontario 4-H Council.
Article One – Interpretation
In this by law, all other by laws and the resolutions of the directors and members of the Corporation, unless the context otherwise requires:
• “Act” means the Ontario Not- for- Profit Corporations Act, 2010 (OCA) or the Agricultural and Horticultural Organizations Act (Ontario) as the context may require, and any acts that may hereinafter be substituted therefore, as from time-to-time amended;
• “Association Representative” means a person elected or appointed by a local 4-H Association to be a member of Ontario 4-H Council;
• “Board” means the board of directors of the Corporation;
• ‘By-laws mean this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect.
• “Corporation” means the corporation without share capital incorporated under the Agricultural and Horticultural Organizations Act by letters patent dated January 16th, 1990 and named ONTARIO 4-H COUNCIL;
• “Council” means the Ontario 4-H Council;
• “Director” is an individual, elected or appointed, occupying the position of director of the Corporation by whatever name they are called.’
• “4-H Association” means any local association of 4-H Clubs within the province of Ontario and recognized by the Ontario 4-H Council;
• “4-H Club” means a club affiliated with and recognized by Ontario 4-H Council;
• “4-H Stakeholder” means any individual or organization with an interest in 4-H in Ontario, either as a participant or as a supporter and associated with either a 4-H Association or Ontario 4-H Council;
• “Letters Patent” means the letters patent incorporating the Corporation as from time to time amended and supplemented by supplementary letters patent;
• “Member” shall be the representative elected or appointed by the local 4-H Association and is known as the Association Representative;
• “Meetings of Members” includes an annual meeting of members and any special meeting of members;
• “Provincial Office” shall mean the head office as defined or used in the Act;
• “Special Meeting” of members includes a meeting of any class or classes of members, as well as a special general meeting of members;
save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing number include the singular and plural; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.
Article Two – Transaction of the Affairs of the Corporation
Until changed in accordance with the Agricultural and Horticultural Organizations Act, the provincial office of the Corporation shall be in the County of Wellington, in the Province of Ontario.
The Seal of the Corporation Shall be in the form impressed hereon.
Until changed by the board, the financial year of the Corporation shall end on the 31st day of December in each year.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two (2) of these positions: President, a Secretary or the Treasurer. In addition, the board may from time-to-time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereto. Until otherwise directed by the Board the Executive Director may sign and affix the corporate seal to the following types of contracts:
• purchase contracts under such agreements
• instructions and delegations of powers as the board may from time to time prescribe or authorize
• employment contracts for administrative staff.
The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time-to-time prescribe or authorize.
Article Three – Directors Meetings
Section A) Directors
The affairs of the Corporation shall be managed by its board of directors. Until changed in accordance with the Not- for- Profit Corporations Act 2010, the number of directors shall be not less than 12 and not greater than 14 of whom a majority shall constitute a quorum.
No person shall be qualified as a director unless they are a member and eighteen (18) or more years of age at the time of their election at the annual meeting of the members.
Director-Community – no person shall be qualified as a Director-Community unless they are eighteen (18) or more years of age at the time of their by the Board of Directors.
Director-Youth – no person shall be qualified as a Director-Youth unless they are active 4-H Youth in good standing, and be at least eighteen (18) and not more than twenty-one (21) years of age at the time of their election by the Board of Directors.
Under normal circumstances, at the annual meeting of the members, five (5) directors shall be elected. They will hold office until the second annual meeting of the members after their election year. If a director’s position is vacated for any reason during their term, a new person can be appointed to fill the vacant position since the position shall be open for re-election. In the event this individual had only completed one year, the individual could be elected to a “special” one year position to complete the cycle of rotation.
Directors, who have completed their two-year term, may be re- elected at the annual meeting of the members for succeeding two year terms not exceeding three consecutive terms, provided that following a break in the continuous service of one year the same person may again be re-elected.
The following provisions shall apply to the election of directors:
(a) Nominations: Candidates for the office of director shall include:
• the slate of candidates for office proposed by the Nominating Committee, and if there is no Nominating Committee in any year, by the Executive Committee; and
• the persons whose names are put in nomination by any member at any time before nominations are closed at the meeting of members at which the election is to be held.
(b) Election Method:
(b) Election Method:
• where the number of candidates nominated is equal to or less than the number of offices to be filled, the person officiating at the election of directors shall declare that number of candidates elected to office;
• where the number of candidates nominated is greater than the number of offices to be filled, the election shall be by ballot.
3.03a) Ex Officio Director. The past president shall ex officio be a director and shall be entitled to vote at all meetings of directors.
The Board of Directors, at its discretion, at any time of the year at an Ontario 4-H Council Board of Directors meeting called under normal process, has the capacity to appoint a Director-Community to hold office and this position shall be entitled to vote at all meetings of directors. The length of term will be one year which will expire at the completion of the Annual General Meeting, not exceeding three consecutive terms, provided that following a break in the continuous service of at least one year the same person may again be reappointed to the position of Director Community.
The Board of Directors, at its discretion at any time of the year at an Ontario 4-H Council Board of Directors meeting called until normal process, has the capacity to appoint a Director-Youth to hold office and this position shall be entitled to vote at all meetings of directors. The length of term will be one year which will expire at the completion of the Annual General Meeting, not exceeding three consecutive terms and/or be re-appointed to the office of Director- Youth if over 21 years of age (whichever is first).
The members may, by resolution passed by at least two thirds (2/3) of the votes cast thereon at a special meeting of members called for he purpose, remove any director before the expiration of his term of office.
Vacancies on the board may be filled for the remainder of the term of the director whose position has become vacant. The members at a special meeting called for the purpose or by the board if the remaining directors constitute a quorum, may, by majority vote, elect any person in their stead for the remainder of the vacated term.
The President or, in their absence, a Vice President who is a director shall be the chair of any meeting of directors; and, if no such officer be present, the directors present shall choose one of their number to be chair.
Section B) Meetings
Meetings of the board shall be held from time to time at the call of the board or the president or any two (2) directors. Notice of the time and place of every meeting so called shall be delivered, telephoned, emailed, faxed or mailed by regular mail to each director not less than two days (excluding Saturdays, Sundays and stat holidays) before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held.
Provided a quorum of directors is present, each newly-elected board may without notice hold its first meeting immediately following the meeting at which such board is elected.
The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.
Meetings of the board shall be held within Canada, if the board so determines or all directors consent, at some place outside Canada.
If the majority of all the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in all meetings of the Board and Committees of the board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a director participating in such meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and committees of the board.
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote.
No director shall be disqualified by their office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or in which any director is in any way interested be liable to be avoided nor, subject to the provisions of the Not- For – Profit Corporations Act, shall any director so contracting or being so interested be liable to account to the Corporation or any of its members for any profit realized by any such contract or arrangement by reason of such director holding that office or the fiduciary relationship thereby established.
It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Corporation, to declare such interest to the extent, in the manner and at the time required by the Not- For – Profit Corporations Act and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement if and when prohibited by the Not- For -Profit Corporations Act.
The directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office. The directors shall be paid their travelling and other out-of-pocket expenses properly incurred by them in attending meetings of the board or of the members. No confirmation by the members of any such payment shall be required.
Section C) Committees
The Board, shall in each year, appoint a Nominating Committee consisting of 3 persons who are directors, and such other persons who are not directors as the Board sees fit, to prepare in cooperation with the 4-H Associations, a slate of candidates for the next annual meeting for the position of director. Such committee shall report to the Secretary of the Board at least one month prior to the anticipated date of each annual meeting.
There shall be an Executive Committee consisting of the Past President, the President, the Vice President and one director chosen annually by the Board. Any vacancy may be filled by the board from amongst its numbers.
Between meetings of the Board the Executive Committee shall possess and may exercise, subject to any regulations or directions which the Board may from time to time impose, all the powers of the Board in the management and direction of the affairs and business of Council in such manner as the Executive Committee shall deem best for the interests of Council in all cases in which specific direction has not been given by the Board.
A majority of the members of the Executive Committee shall constitute a quorum.
Each member of the Executive Committee shall be given written or oral notice of a meeting at least 48 hours in advance of such meeting. All members may waive the giving of such notice.
The board may from time to time appoint such committee or committees, as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. The board may remove any member of any committee and may set remuneration for any member as it deems appropriate.
Article Four – Officers
Unless otherwise determined by resolution of the board, the office of the past president shall be automatically filled, immediately after any election of a new president, by the person who held the office of President immediately preceding such election. The term of such office shall be until the next President is elected.
The President shall be elected by the Board from among the Directors at the first Board meeting after the Annual General meeting, in accordance with the Board’s election policy.
From time-to-time, the board shall appoint or elect a Vice-President, Secretary and Treasurer, or a Secretary-Treasurer, and an Executive Director, who may also be the secretary, and such other officers as the board may determine. The officers so appointed may but need not be directors and any person may hold more than one office, save that the President may not hold the office of Secretary-Treasurer.
The terms of employment and remuneration of officers elected or appointed by the board shall be settled by it from time to time. The board may remove at its pleasure any officer of the Corporation. Otherwise, each officer elected or appointed by the board shall hold office until their successor is appointed, save that the term of office of any officer who is a director shall expire if and when they shall cease to be a director.
The President shall be responsible for the general management and direction, subject to the authority of the board, of the organization and transaction of the affairs of the Corporation, and shall, when present, preside at all meetings of the members of the Corporation and of the board. The President shall have such other powers and duties as the board may prescribe.
During the absence or disability of the President, their duties shall be performed and their powers shall be exercised by a Vice President or, if there is more than one, by the Vice Presidents in order of seniority by date and time of appointment. A Vice President shall have such other powers and duties as the board or the president may prescribe.
The Secretary shall attend and be the Secretary of all meetings of members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings thereat; they shall give or cause to be given, as and when duly instructed, all notices to members and directors; they shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation except when some other officer or agent has been appointed for that purpose;
Article Five- Protection of Directors and Officers
No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen through their own willful neglect or default.
Every director and officer of the Corporation and their heirs, executors, administrators and estate, respectively, shall from time-to- time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:
• all costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them in or about the execution of the duties of their office; and
• all other costs, charges and expenses that they sustain or incur in, about, or in relation to, the affairs of the Corporation;
Except such costs, charges or expenses as are occasioned by their own willful neglect or default.
Article Six- Members
Members. The membership of the Corporation shall consist of such persons who shall be elected or appointed annually as Association Representative by the 4-H Associations and such other persons as are admitted to the membership in the Corporation by resolution of the board. There shall be one Association Representative appointed by each 4-H Association.
Term of Membership. The interest of a member in the Corporation is not transferable and lapses and ceases to exist upon:
• notification of the Secretary of Ontario 4-H Council by a 4-H Association that it has appointed or elected a new Association Representative;
• upon death;
• a member resigning;
A member may resign by a resignation in writing which shall be effective upon delivery of the resignation or a copy thereof to the board, or upon notification of the Secretary of Ontario 4-H Council by a 4-H Association that such person has resigned.
The board may pass a resolution authorizing the removal of a member for cause from the register of members of the Corporation. No such resolution shall be put before the board until after the member in question has been notified in writing of the cause and afforded an opportunity for a hearing before the board. The board shall notify any such member of the act which, in their opinion, is improper or detrimental to the Corporation and of the time and place of the meeting of the board at which the member in question will be heard. Such notice shall be given at least one week prior to such meeting.
Article Seven – Meeting of the Members
The annual meeting of the members shall be held at such time and on such day in each year as the board or the president may from time to time determine, for the purpose of receiving the reports and statements required by the Not- For- Profit Corporations Act to be placed before the annual meeting, electing directors, appointing the auditor of the Corporation and fixing or authorizing the board to fix the remuneration of the auditor of the Corporation, and for the transaction of such other matters as may properly be brought before the meeting.
The board, the President, or any two (2) directors, shall have the power to call a special meeting of members at any time.
Meetings of members shall be held in the municipality in which the provincial office is situated or, pursuant to section 7.05, or if the board shall so determine, at some other place in Canada or elsewhere; provided that every meeting of members at which directors are elected shall be held within Canada.
The corporation shall give notice of the time and place of a meeting of the members in accordance with the by-laws, but in any event not less than 10 days and not more than 50 days before the meeting, to,
(a) each member entitled to receive notice of the meeting;
(b) each director; and
(c) the auditor of the corporation or the person appointed to conduct a review engagement of the corporation. 2010, c. 15, s. 55 (1).
Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and state the text of any special resolution to be submitted to the meeting.
A meeting of members may be held at any time and place without notice if all the members entitled to vote are present in person or represented by proxy or waive notice of, or otherwise consent to, such meeting being held, and at such meeting any matters may be considered which the Corporation at a meeting of members may transact.
The President or, in their absence, a Vice President who is a director of the Corporation shall be chair of any meeting of members; if no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the Secretary of the Corporation be absent, the chair shall appoint some person, who need not be a member, to act as Secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by a resolution or by the chair with the consent of the meeting.
Persons entitled to attend a meeting of members shall be those entitled to vote, the auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or incorporating documents, or bylaws to be present at the meeting or who are admitted on the invitation of the chairman of the meeting or with the consent of the meeting.
A quorum for the transaction of business for the duration of any meeting of members shall be at least 51% of members entitled to vote at the meeting.
At any meeting of members, every person shall be entitled to vote who is at the time of the meeting entered in the books of the Corporation as a member of the Corporation.
At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing them, the same voting rights that the member appointing them would be entitled to exercise if present at the meeting. A proxy need not be a member but must be a nominee or delegate of the same Association as the Association Representative. An instrument appointing a proxy shall be in writing and shall be acted on only if, at least 2 hours prior to the time of voting, it is deposited with the Secretary of the Corporation or the Secretary of the meeting or as may be directed in the notice calling the meeting.
At any meeting of members, every question shall, unless otherwise required by incorporating documents, bylaws of the Corporation or bylaw, be determined by the majority of votes cast on the question.
Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not so carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
After a show of hands has been taken on any question, the chair may require, or any person entitled to vote on the question may demand, a poll thereon. A poll so required or demanded shall be taken in such manner as the chair shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each member present or represented by a duly appointed proxy shall be entitled to one vote, and the result of the poll shall be the decision of the members upon the said question.
In case of an equality of votes at any meeting of members either upon a show of hands or upon a poll, the chair of the meeting shall be entitled to an additional or casting vote.
If a meeting of the members is adjourned for less than 30 days, it is not necessary, unless the by-laws provide otherwise, that any person be notified of the meeting that continues the adjourned meeting, other than by announcement at the meeting that is adjourned. 2010, c. 15, s. 55 (5).
Article Eight – Notice
The corporation shall give notice of the time and place of a meeting of the members in accordance with the by-laws, but in any event not less than 10 days and not more than 50 days before the meeting, to,
(a) each member entitled to receive notice of the meeting;
(b) each director; and
(c) the auditor of the corporation or the person appointed
to conduct a review engagement of the corporation. 2010,
c. 15, s. 55 (1).
In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
Article Nine – Auditor
The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation and to hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of the auditor of the Corporation. The remuneration of the auditor of the Corporation shall be fixed by the board of directors.v
Article Ten -By law and Amendments
The Board may pass or amend bylaws in accordance with the Not-for- Profit Corporations Act and the Agricultural and Horticultural Organizations Act or any successor legislation from time to time.
Where it is intended to pass or amend a bylaw at a meeting of the Board, written notice of such intention and an outline of the changes proposed shall be sent by the Secretary to the Corporation Board at least 10 days before the date of the meeting.’
Subject to the requirements of the Corporations Act with respect to bylaws which are not effective until approved by the members, a bylaw or amendment has full force and effect from the time the motion approving it was passed, or such later date as may be specified in the motion.
A bylaw or amendment to a bylaw passed by the Board shall be presented for confirmation at the next annual or special meeting of the members of Council called for that purpose. The notice of such meeting shall refer to the bylaw or amendment to be presented. Members may at the annual or special meeting confirm or reject or amend the bylaw or amendment as presented; if rejected it thereupon ceases to have effect; if amended, it takes affect as amended.
In any case of rejection, amendment, or refusal to approve a bylaw or amendment or any part of such bylaw or amendment in effect in accordance with this Article 10, no act done or right acquired under any such bylaw is prejudicially affected by such rejection, amendment or refusal.
Article Eleven -Repeal of Prior By laws
All prior bylaws, resolutions and other enactments of Council inconsistent with this Bylaw are hereby repealed.
The repeal of prior bylaws, resolution or enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed bylaw, resolution or enactment.
The repeal of prior bylaws, resolutions or enactments shall not extend to any bylaw or resolution previously enacted for the purpose of providing the Board of Directors the power or authority to borrow.
Respecting the borrowing of money, the issuing of securities and the securing of liabilities.
BE IT ENACTED as a by-law of the Corporation as follows:
1. Borrowing Powers Without limiting the borrowing powers of the Corporation as set forth in the Not-For- Profit Corporation Act 2010) the board may, subject to the articles, from time to time, on behalf of the Corporation, without the authorization of the shareholders:
• borrow money on the credit of the Corporation;
• issue, re-issue, sell or pledge debt obligations of the Corporation whether secured or unsecured;
• subject to the Not- For-Profit Corporations Act give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
• mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.