By-Laws

1.0 Definitions

Wherever possible, words used in these by-laws have the same definitions as in the Companies Act.

• By-laws The rules by which WEHSA conducts its business.
• Conflict of interest A situation in which a board or committee member could benefit personally from a decision made by the board or committee. The “conflict of interest” is that the person’s benefit could be in conflict with the best interest of the organization. The by-laws have rules for dealing with conflict of interest situations.
• Dissolution The Association stops operating and is no longer in business.
• Executive Executive committee as defined in the constitution.
• Ex-officio Because of one’s role or position. For example, the President is an ex officio member of committees, because of holding the position of president.
• Fiscal Related to money or finance.
• Indemnity Not subject to penalties or liabilities that happened because of work done on behalf of X.
• Member Member of the Home and School Association
• Motion A statement beginning with “I move that…” or “Moved that…” on which members are asked to vote “in favour” or “opposed.” or “abstain”
• President Chairperson of the Executive
• Quorum The minimum number of members who must be present to carry on business at a meeting.
• Reimbursement Money paid back to a person who spends his or her own money for expenses related to WEHSA.
• Remuneration Money paid to a person for providing a service (wages or fees).

2.0 NameThe name of the organization is Wakefield Elementary Home and School Association (WEHSA)
3.0 Not-for-Profit StatusWEHSA is a not-for-profit organization.
The work of WEHSA is carried on without purpose of gain for its members. Any profits, revenues or other assets shall be used solely to promote and achieve the purposes of the association as stated in the constitution.  
4.0 Head Office The headquarters of WEHSA is 878 Riverside Road, Wakefield, QC, J0X 3G0.
5.0 Membership5.1 Eligibility Those who support the purpose and core values of WEHSA and who pay an annual membership fee are eligible to be members.
5.2 Types of Membership  
5.2.1 A member in WEHSA may be:

1. a regular voting or
2. an associate voting member, as stated in the Constitution.

5.3 Becoming a Member of the Local Association
5.3.1 Voting membership in the local Association shall be granted upon payment of the prescribed fees to the local association and subsequently to the provincial federation.
5.3.2 Membership fees must be paid in full before the Annual General Meeting in order to have voting privileges at the Annual General Meeting.
5.3.3     Membership will be valid from October 1st of the current school year to October 1st of the following school year.
5.4 Privileges of Membership 5.4.1 A full member of WEHSA:

1. is entitled to attend all general meetings, special meetings and annual general meetings of WEHSA, and
2. is entitled to vote on all matters of business at WEHSA meetings, and
3. has other privileges and responsibilities described in these by-laws and in related standing rules passed by the membership of WEHSA.

5.4.2 An associate member of WEHSA:

1. is entitled to attend all general meetings, special meetings and annual general meetings of WEHSA, and
2. is entitled to vote on all matters of business at WEHSA meetings, and
3. has other privileges and responsibilities described in these by-laws and related standing rules passed by the membership of WEHSA.

5.5 Membership Responsibilities A member of WEHSA is responsible to:

1. support the purpose and core values of WEHSA and,
2. pay annual membership fees, and
3. abide by the by-laws and standing rules of WEHSA.

5.6 Fees
5.6.1 The base annual fee is established by the Québec Federation of Home and School Associations (QFHSA) at its’ Annual General Meeting.
5.6.2 The membership of WEHSA establishes its own annual membership (cannot be lower than the minimum annual fee set by QFHSA) and the fees will be ratified by the Members at the Annual General Meeting or a general meeting of the members.
5.6.3    Membership fee is defined as: one membership per family living at the same address.  
5.7 Termination of Membership Members may end their relationship in WEHSA by:

1. not paying fees and/or notifying the association that they no longer wish to be members
2. violating any provision of the articles, by-laws, or written policies of the association
3. carrying out any conduct which may be detrimental to the association as determined by the Executive.

6.0 Executive6.1 An Executive member must be a paid up member of WEHSA.
6.1.1 It is preferable that members of the Executive were a member of WEHSA or another Home and School Association for at least one year.
6.2 The minimum number of Executive positions are:  President, Treasurer, Vice-President and Secretary.
6.3 Purpose of the Executive
6.3.1 The purpose of the Executive is to guide the affairs of WEHSA through setting policy and over-all direction.
6.3.2 The Executive is responsible for:

1. 1. WEHSA constitution, by-laws and standing rules
   2. ensuring proper financial management of WEHSA and
   3. Carrying out the purpose of the Home and School as outlined in the constitution in collaboration with the school administration.
   4. Assuring that the Association remain in good standing with the QFHSA by submitting the required paperwork and fees as dictated by the QFHSA.
   5. Fulfilling the obligations outlined in the Local Association Renewal Form.

6.3.3 To carry out its purpose, the Executive may take any steps it considers necessary on behalf of WEHSA. The exception is when the Executive has received mandatory directives from the QFHSA.
6.4 Executive Terms  
6.4.1 The term for an Executive member is two (2) years.
6.4.2 An Executive member may serve up to four (4) terms in a position.
6.5 Election of Executive Members
6.5.1 Members of WEHSA elect the Executive members at the Annual General Meeting.
6.5.2 Nominations:
A call for nominations will be sent out to the membership ten (10) days before the Annual General Meeting.  The slate of nominees will be sent to the membership one (1) day before the Annual General Meeting.  Other nominations may be taken from the floor at the Annual General Meeting.
6.5.3 Vacant Positions
6.5.3.1 If an Executive position becomes vacant between elections, the Executive.
6.5.3.2   If an Executive position is not filled at the Annual General Meeting the Executive may appoint someone during the school year until the next election.  
6.6 Duties of Executive Members
6.6.1 The duties of the Executive members will be outlined in the by-laws and standing rules of WEHSA.  
6.6.1.1 The outgoing President may assume the duties of the Past President if stipulated by the association in the by-laws or standing rules.
6.6.2 Duties of the President

1. 1. chairs all meetings, prepares agendas, etc.
   2. ensures that the Home and School Association follows its’ constitution, by-laws and standing rules
   3. is a member of all committees (ex-officio)
   4. acts as a liaison between the Home and School Association and the school administration
   5. submits an activity report to the QFHSA by June 30th
   6. prepares an agenda for the meeting in consultation with the administration

6.6.3 Duties of the Vice-President

1. 1. assists the President
   2. carries out the President’s duties when the President is not able to do so, or when the President requests the Vice-President to do so.

6.6.4 Duties of the Treasurer        
The Treasuer is responsible for:  
Overseeing the finances and maintaining the financial records of WEHSA which includes the following duties:

1. 1. delivers a financial report at each executive and regular meeting
   2. After the close of each financial year shall compile and submit to the Executive and membership a report for the financial year and arrange for the financial audit/review as stipulated in the Constitution.
   3. After the close of the financial year shall submit a report to the QFHSA.
   4. Shall ensure the safe keeping of all financial records for a period of seven years.
   5. Is the liaison between the Home and School and the bank.

6.6.5 Duties of the Secretary
The Secretary is responsible for:

1. 1. the minutes of WEHSAnmeetings, and
   2. the minutes of Executive meetings, and
   3. any other books and records related to WEHSA meetings, and
   4. sending out the draft minutes to the members, and
   5. sending out the meeting notice and agenda to members three (3) days in advance, and
   6. organizing and updating WEHSA calendar of events.

7.0 Removal of Executive Members and Committee Chairs7.0.1   An Executive member or Committee Chair can be removed from the Executive or committee if the Executive feels the member is not acting in the best interests of WEHSA.
7.0.2 An Executive member or Committee Chair may be removed from the Executive if:
7.2.1  A two-thirds majority of Executive members request in writing to the President the removal of that Executive member or Committee Chair from the Executive or committee or
7.2.2  A majority of the members vote to remove the Executive
Member or Committee Chair at a special meeting.
7.0.3 The President, or such other officer shall provide twenty (20) days notice of the removal to the Executive or Committee Chair, provide reasons in writing for the proposed removal and send copies to the QFHSA office.
7.1 Appeal Process
7.1.1  The Executive member or Committee Chair may make written submissions to the President, or other such officer designated by the Executive, in response to the notice received in the twenty (20) day period.
7.1.2  If a written submission is received, upon consultation with the Executive, the President or designate will consider the submission and respond with a final decision within a further twenty (20) days.
7.1.3  Copies of all documents are to be sent to the QFHSA at the same time as they are being sent to the Executive Member, Committee Chair, President or designate.
8.0 Meetings8.1 Regular Meetings
8.1.1 Notice of a regular meeting will be sent out electronically and posted seven (7) days prior to    the meeting.
8.1.2 At the first meeting of the year meeting dates for the school year are scheduled if possible.
8.1.3 If both the President and Vice President are absent, another member of the Executive can be designated by the President to conduct the meeting.
8.1.4 A quorum for a regular meeting is four (4) of members that have fully paid their fees.
8.1.5 Even if one or more members do not receive a meeting notice, resolutions or any other business conducted at the meeting will be valid.  
8.2  Special Meetings
8.2.1 A special meeting may be called at any time by:

1. the President, or
2. the Vice President, or
3. a majority vote of the Executive, or
4. the Secretary, if at least two (2) of the members have submitted a signed, written request for a meeting.

8.2.2 A members’ request for a special meeting must be done in writing and must stipulate the reason for the meeting.
8.2.3 A special meeting must be held within twenty (20) days after a member of the Executive receives the written request as stipulated in 8.2.2.
8.2.4 Notice of a special meeting will be sent out electronically and posted seven (7) days prior to the   meeting.
8.2.5  The special meeting will only deal with agenda items listed in the notice that was sent out to members.
8.2.6   Even if one of the members does not receive a meeting notice, resolutions or any other business conducted at the meeting will be valid.
8.3 Executive Meetings
8.3.1 A notice of an Executive meeting will be sent out electronically five (5) days prior to the meeting.
8.3.2 A simple majority of Executive members (51%) is a quorum.[1]
8.3.3 If agreed to by all the Executive members, an executive meeting may be held by video or telephone conferencing.
8.3.4  Even if one or more members do not receive a meeting notice, resolutions or any other business conducted at the meeting will be valid.  
8.4 Annual General Meeting
8.4.1 Notice of the Annual General Meeting shall be sent electronically and posted two (2) weeks prior to the meeting.
8.4.2 Quorum of the Annual General Meeting is five (5) of fully paid members.
8.4.3 The Annual General Meeting will take place on school property.
8.4.4 The Annual General Meeting must include:

1. minutes from the last Annual General Meeting, and
2. the President’s annual activity report, and
3. the financial report of the past fiscal year,[2] and
4. appointment of an independent qualified accountant to conduct the financial audit/review as per the timeline stipulated in theconstitution – when applicable.
   
5. an election of Executive members if required.
6. ratification of the family membership fee for the next school year.

8.4.5 Even if one or more members do not receive a meeting notice, resolutions or any other business conducted at the meeting will be valid.    
8.5 Parliamentary Rules at Meetings  
Robert’s Rules of Order will be the generally accepted form of parliamentary procedure at regular meetings, special meetings, executive meetings and annual general meetings of WHESA. 8.6 Voting
8.6.1   There is one vote per family (living at the same address).
8.6.2   Voting must be by a member in good standing of the association.
8.6.3 Voting privileges can be extended to cover the first Home and School meeting of the following school year.
8.6.4   Voting may be by show of hands, secret ballot, mail-in ballot, fax, e-mail or other method determined by the executive, and stated in the standing rules.
8.6.5   A motion is passed if a simple majority (51%) of those who vote are in favour of the motion.
8.6.6   If the vote is equally for and against, the motion is considered defeated.
8.7   Executive Members Absence(s) from Meetings:
8.7.1   Executive members are expected to attend all meetings.
8.7.2   If an Executive member finds it impossible to attend a meeting, the Executive member must notify the President.
8.7.3   Executive members may lose their positions on the Executive if absent from three (3) consecutive meetings.
8.7.4   The Executive may excuse an Executive member’s absence(s) if the absence(s) are due to circumstances the other members of the Executive find acceptable.
9.0 Signing authority and Expenditures9.1 Any of the following may have signing authority for WEHSA

1. President, and/or
2. Vice-President and/or
3. Treasurer and/or
4. Secretary

9.2     Any two (2) of the following may sign cheques of WEHSA:

1. President, and/or
2. Vice-President, and/or
3. Treasurer, and/or

9.3 With the Treasurer’s consent, the executive may authorize expenditures of  (add amount) for incidental items.  The expenditures will be documented and presented to the members at the next Home and School meeting.
10.0 Payment to Executive and Regular Members10.1 Executive members are not paid for their services as Executive members.
10.2 All Home and School members can be reimbursed for expenses incurred for Home and School activities.  
11.0 Contracts to Home and School Members  11.1 A Home and School member can be contracted to perform a special service for WEHSA providing that the position was advertised to all Home and School members and the hiring committee was composed of at least three (3) people (2 from Home and School and 1 independent).
11.2 If an Executive member receives a contract from the Home and School he/she must resign his/her position on the Executive for the duration of the contract.
11.3 A Home and School member applying or fulfilling a contract shall abstain from any vote relating to the contract.
12.0 Conflict of Interest12.1 Executive and Regular members are in a conflict of interest if they or a member of their family can benefit financially or materially from WEHSA.
12.2 If a Home and School member is in a possible conflict of interest, the  member must:

1. disclose to the Association the nature and extent of his or her interest and,
2. refrain from influencing the Association’s decisions on the issue, and
3. if the Association requests, provide relevant information, and
4. if necessary leave the meeting when discussion on the issue occurs.
5. refrain from voting on the issue

13.0   Fundraising Powers13.1 WEHSA may fundraise to carry out the business of  WEHSA.  
13.2 All fundraising activities must be approved by the school administration.
14.0 Review of Accounts14.1 A financial audit/review of WEHSA will be done every year.
14.2 The financial audit/review for the previous year is presented to the membership at the Annual General Meeting.
14.3 For purposes of financial accounting and record keeping, the fiscal year of WEHSA will be from July 1st to June 30th.      
15.0 Minutes, Books and Records15.1 The Secretary is responsible for preparing and keeping:

1. minutes of WEHSA meetings, and
2. minutes of Executive meetings, and
3. any other books and records related to WEHSA.

15.2 WEHSA books and records are kept at a designated Home and School space at the school.  
15.3 WEHSA books, accounts and records must be available for inspection upon request of members.  
15.3.1 WEHSA members may inspect the books, accounts and records as long as they give reasonable notice to those responsible for keeping the books, accounts and records. 
16.0 Authority for Contracts16.1 All contracts entered into by WEHSA must be in writing and be signed by the President, Vice-President, or other person(s) authorized by the Executive.
16.2 Programs must be approved by the membership and upon approval contracts may be signed by the Executive.
16.3 WEHSA may obtain an outside or legal opinion on a proposed contract if the Executive or other person(s) authorized by the Executive recommends it.      
17.0 By-law and Policy Amendments17.1 WEHSA by-laws may be changed by the members at a special meeting or at the annual general meeting. Any changes must be ratified by the members at the annual general meeting.
17.2 Approval by a minimum of 51% of the members in attendance who vote is needed to pass the resolution to ratify the by-laws.
17.3 The membership may change WEHSA policies and standing rules at a regular meeting.
18.0 Legal Responsibility and Indemnity[3]18.1 No WEHSA member is personally responsible for WEHSA debt or liability as long as they fall within the guidelines established by the QFHSA and its insurers.
18.2 When Executive members or others are authorized to act on behalf of WEHSA, and a legal or administrative action results in costs or expenses, WEHSA will not require Executive members or other authorized persons to pay any penalties, liabilities, costs or expenses, if the authorized persons:

1. acted honestly and in good faith with a view to the best interests of WEHSA, and
2. in cases involving criminal or administrative action enforced by monetary penalty, had reasonable grounds to believe their conduct was lawful, and
3. immediately notified WEHSA) of any action or proceedings
4. cooperated with WEHSA in its defence in a manner that was reasonable in the circumstances

19.0 Dissolution (see Constitution)                       19.1  All debts of the Association shall paid before the monetary assets are transferred to the QFHSA to be held in trust.
(Adopted this XXX, 2018)
(Updated this December 16th, 2018)                                          
[1]  8.3.2  “quorum” = in this clause, “quorum” is the minimum number of executive members who must be present in order to carry on business at an executive meeting.
[2] 8.4.4 “past fiscal year” = financial reports about the last 12-month period of time July 1 to June 30th.
[3]   Article18 “indemnity” = not subject to penalties or liabilities that happened because of work done on behalf of X