PDF of the ARCH Bylaws can be found here:
BY-LAWS
ARTICLE I – NAME
The name of the corporation is “ASSOCIATION OF RURAL COMMUNITY HALLS LTD.”
ARTICLE II – DEFINITIONS
In these By-laws:
(1) “Board” shall mean the Board of Directors of this corporation;
(2) “By-laws” shall mean the by-laws of this corporation as amended from time to time;
(3) “Corporation” shall mean the ASSOCIATION OF RURAL COMMUNITY HALLS LTD. Herein referred to as “ARCH”
(4) “Area” shall mean the region defined as the service area of the Corporation.
ARTICLE III – PURPOSES AND OBJECTS
The purposes and objects of the corporation are as follows:
a) to provide an organizational structure that can facilitate a communications network among community halls
b) To provide cultural and economic opportunities for ARCH members across Prince Edward Island, by reducing costs through purchasing power and group buys;
c) To inspire dialogue between ARCH members in the spirit of sharing knowledge, and s strengthening communities;
d) To promote the merits of public support for local community halls.
e) To bring focus to and foster public awareness on how community halls function across Prince Edward Island;
f) To empower and inspire the community by creating rural community hall revenue opportunities;
g) To make ARCH members across Prince Edward Island aware of financial
opportunities to upgrade and improve their buildings.
h) To enter into any arrangements with any authorities, federal municipal, local, financial, academic or otherwise, that may seem conducive to the corporation’s objects or any of them and to obtain from any such authority any rights, privileges, licenses and concessions which the corporation may think desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges, licenses and
concessions;
i) To acquire, accept, solicit, receive and hold gifts, donations, legacies, grants, bequests and devises;
j) For the further attainment (of the above objects, to acquire by purchase, lease, devise, gift and other title, and to hold, any real property necessary for the carrying on of its undertaking, and for the purpose of drawing a revenue therefrom, and to sell, lease, mortgage, dispose of and convey the same or any part thereof as may be considered advisable;
k) To employ and pay such employees, and to procure, equip and maintain such offices and other facilities, and to incur such reasonable expenses as may be necessary;
l) To do all such other acts or things as are incidental or conducive to the attainment of the above objects or any of them;
m) To have and exercise all and every the powers set forth in Section 15 of the Companies Act, R.S.P.E.I. 1988, Chapter C-14.
n) To provide a unified voice for ARCH members when lobbying is necessary;
ARTICLE IV – MEMBERSHIP
(1 ) The applicants for incorporation of the corporation shall be regular members of the corporation.
(2) General membership in the Corporation shall be open to the operating body (committee, association, or council) of any rural community hall in Prince Edward Island, where a “community hall” is defined as: a non-profit hall or community centre whose primary purpose is to provide service to the local community, where such services may include but are not limited to hosting benefits, fundraisers, social gatherings, cultural gatherings, community meetings, and other events that foster identity of and support for a local community; and where a “Theatre” with fixed seating is not considered a community hall. Membership will be held in the name of the community hall, and not in the name of the operating body.
(3) Any Community Hall which is a member of the corporation may designate by written instrument, filed with the Secretary of the corporation, a nominee to represent the Community Hall in all matters pertaining to the corporation, and such nominees so designated shall have the right to attend meetings of members of the corporation and to vote thereat on behalf of the community hall until the community hall making such designation ceases to be a member. No one person may be a nominee of more than one community hall.
(4) The directors of the corporation may by resolution from time to time admit other persons, associations, or corporations to membership in the corporation, as regular, associate or honorary members, on such terms, on payment of such fees and for such periods as they shall by resolution determine, which persons or corporations shall become members on such date as may be specified in the resolution of the Board of Directors admitting them to membership or if no date is specified then they shall become members on the date upon which such resolution is passed. Such members, whom are not Community Halls, shall have no vote on ARCH matters and no entitlement to presence on the ARCH website calendar-of-events.
(5) The interest of a member in the Corporation is not transferrable and lapses and ceases to exist when the period of the membership expires or when the member ceases to be a member by resignation or otherwise in accordance with the by-laws of the corporation. Any member may resign from membership upon notice in writing to the corporation.
(6) The directors shall have the right to remove the name of any member from the Corporation registry for any reason which to a majority of the directors of the Corporation shall deem sufficient.
ARTICLE V – DIRECTORS
(1) The affairs of the corporation shall be managed by a Board with a minimum of six (6) and a maximum of nine (9) directors. The Board shall be comprised of 6 regional directors which include one from each of the 6 community development regions: West Prince; Evangeline/Miscouche; East Prince; Central Queens; Eastern Kings; and Southern Kings & Queens. The Board may also include up to 3 members-at-large.
(2) Area: All of Prince Edward Island
(3) New members to the Board must be present at the Annual General Meeting, unless otherwise excused by the Chairperson of the Nominating Committee. The Board will choose from its members a chair, vice-chair, secretary and treasurer at the first meeting after the Annual Meeting.
(4) At the first Annual General meeting there will be election of Directors to fill any vacant positions. All present Board members may re-offer, and the Terms of Office of each Board member shall be decided with 1/3 elected for one year, 1/3 elected for two years and 1/3 elected for three years. At each subsequent Annual General meeting new officers will be elected. No Board member can serve more than three consecutive terms.
(5) Fifty percent (50%) plus One (1%) of the Board members shall constitute a quorum.
(6) Motions at Board Meetings may be passed by a simple majority if a quorum is present.
(7) Any member of the Board of Directors may be suspended from the Board by a simple majority vote of the Board present at a meeting, which suspension shall be presented for ratification to a special general meeting of the corporation called for that purposes within thirty (30) days of the date of the suspension. Upon a director missing three consecutive meetings, he shall no longer be considered a director.
(8) Subject to the By-laws or directions given them by a majority vote at any meeting of the members properly called and duly constituted, the Board shall have control and management of the business and affairs of the corporation, and meetings of the Board shall be held as often as the business of the corporation shall require, and shall be called by the President at least forty eight (48) hours before being held; a special meeting shall be called on the instructions of one-third of the Board members provided a notice of such instruction is presented to the President in writing to call such meeting for the time and place specified in the notice.
(9) The Board of Directors may appoint standing and special committees of Board or non Board members which shall report to the Board as directed by the Board. At least one (1) member of the Board shall sit on any such committees. Each committee will report at each Board meeting and submit any requests for approvals (7) days before written notice of the Board meeting is sent out.
(10) The Board of Directors shall have power to hire or discharge such permanent or part time employees as may be necessary to carry on the business of the corporation and shall further have the right to review terms of employment.
(11) All Directors of the corporation, when representing the corporation, shall present the position of the corporation or the Board established in accordance with the By-laws.
(12) In the event a vacancy occurs on the Board, the remaining members shall have power to appoint a member to fill the vacancy.
(13) Any Director may vote at any meeting of the Directors and a vote on any issue may also be taken by signed documents from all Board members.
(14) In special circumstances where due notice of a meeting of the Board cannot be given, the President may act upon instruments received from a majority of the Board taken by telephone call or telephone conference call. The President shall call a Board meeting to be held forthwith and in any event not later than seven days after the date of receipt of such telephone instructions at which the Board shall consider the matter or matters upon which the President obtained such telephone instructions.
(15) No Board member of the Corporation shall receive any honorarium for his services.
(16) A special meeting may be called at the request of three Board members, provided a written notice of such a request is presented to the President, stating the reason for the special meeting, which must be held within (7) days of the notice.
ARTICLE VI – OFFICERS
(1) The officers of the corporation shall be the President (3-year term), 1st Vice- President (3-year term), 2nd Vice President (3-year term), 3rd Vice President (2 year term), the Secretary (2-year term), and the Treasurer (2-year term) and three (3) members at large (1-year terms). The offices of Secretary and Treasurer may be held by one person. (2) The Directors shall elect from among their number a President, 1st Vice-President, 2nd Vice President, 3rd Vice President, Secretary and/or Treasurer, with three (3) members at large, who shall hold office until the set term of office has expired, or until the first meeting of the Board of Directors following the next ensuing annual general meeting.
(3) The President shall be the chief executive officer and ex-officio member of all Committees; he shall when present preside at all meetings of the corporation and of the Board.
(4) The Vice-President(s) shall assist the President and in the latter’s absence, shall perform the duties of President; in the absence of the President, the Vice-President(s) shall preside at all meetings of the corporation and of the Board. In the absence of the President and Vice-President(s), a chairman shall be chosen to preside at meetings.
(5) The Secretary shall attend all meetings of the corporation and of the Board and shall keep or cause to be kept accurate Minutes of the same; and shall have charge of the seal of the corporation, which seal whenever used shall be authenticated by the signatures of the President and the Secretary, or, in the case of the inability of either to act, by the 2nd Vice President and one other Director, respectively; in the case of the absence of the Secretary, his duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all correspondence of the corporation and be under the direction of the President and the Board; the Secretary shall also keep a record of all members of the corporation and their addresses, and send all notices of the various meetings as required. The Secretary shall have all correspondence to and from the corporation available to be presented to the Board.
(6) The Treasurer shall receive all monies paid to the corporation and shall be responsible for the deposit of same in whatever bank, trust company or credit union the Board may order; and shall properly account for the funds of the corporation and keep such books of account and records as may be directed; and shall present a full, detailed account of receipts and disbursements to the Annual Meeting, duly audited as hereinafter set forth.
(7) All officers of the corporation, when representing the corporation, shall present the position of the Board of Directors established in accordance with the By-laws.
(8) Signing authority for disbursement of funds shall be two of three signatures, representing the President, 1st Vice-President and/or Treasurer.
ARTICLE VII – AUDITORS
The books, accounts and records of the corporation shall be audited at least once every year by a duly qualified chartered accountant or certified general accountant appointed for that purpose at the annual meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the next annual meeting of the corporation. The books and records of the corporation may be inspected by any member of the corporation after the annual meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.
ARTICLE VIII – FISCAL YEAR
The fiscal year end of the corporation shall be March 31 in each year.
ARTICLE IX – MEETINGS
(1) The annual public meeting of the Corporation, for the purposes of giving information, about the operation of the Corporation to the General Membership and receiving direction from the General Membership, as well as election of officers, will be held during the month of April (the fiscal year end shall be March 31). Due notice of the meeting shall be given by the Secretary of the Board either in the form of letters or by notice posted prominently in community organizations and businesses or by an ad placed in the nearest newspaper. Notices shall appear at least 10 days prior to the meeting. A simple majority of eligible members present and voting will constitute a quorum. No proxy votes shall be permitted.
(2) Special meetings for the General Membership may be called from time to time by the Chair of the Board of Directors in the same manner as is provided for annual meetings.
(3) Meetings of the Corporation Board must be held at least 4 times per year and a quorum shall consist of a simple majority of Directors and the Chair. General Membership is welcome to attend as observers, but must make prior arrangements of at least 10 days to make presentations. Committee Directors shall make reports and submissions at these meetings as well. The Secretary will send notice by mail to the Board and the Committee Directors (7) days in advance.
(4) Committee Directors will meet as required to fulfill their mandates. The Chair of each Committee will make a report on their committee at the Annual General Meeting.
(5) Bylaws shall become effective upon their passage by a vote at any meeting of the Board where a quorum is present.
ARTICLE XII – AMENDMENTS TO BY-LAWS
Any By-law may be repealed or amended by a By-law passed by a majority of not less than seventy-five percent (75%) of the regular members entitled to vote as are present in person at a general meeting of which one month’s notice in writing specifying the intention to propose the repeal or amendment of the By-law has been duly given.
ARTICLE XIII – DISSOLUTION AND WINDING UP
The net profit of the corporation shall be expended in the operation of the corporation and in the event of a winding up or other dissolution of the corporation, there shall not be any distribution of any kind among members, but the funds of the corporation shall be applied to some one or more charitable organizations within the community(s) serviced by the corporation.
ARTICLE XIV – SEAL
The seal of the Corporation shall be kept at the head office or held by the President of the Corporation if there is no permanent office. Any document entered into by the Corporation shall be certified by affixing the Corporate Seal.
ARTICLE XV – INTERPRETATION
In these By-laws, all other By-laws and all resolutions of the corporation, unless a contrary intention is expressed, words importing the singular number only shall include the plural word and vice-versa; words importing the masculine gender shall include the feminine and neuter genders.