Statutes and by-laws

DEFINITIONS

0.01 ASSEMBLY

The term “assembly” refers exclusively to general assemblies of the members of the organization.

0.02 MEETING

The term “meeting” refers exclusively to meetings of the board of directors of the organization.

0.03 BOARD

The term “board” refers exclusively to the board of directors, which is the body that administers the organization.

CHAPTER 1 – STATUTES

1.01 NAME

The grouping of persons bound by this Constitution is called: Association des personnes handicapées visuelles de l’Outaouais (APHVO).

1.02 TERRITORIAL JURISDICTION

1.02.1 The territorial jurisdiction extends to the entire Outaouais region as defined by the Centre intégré de santé et de services sociaux de l’Outaouais (CISSSO).

1.02.2 Any proposal to change the territorial jurisdiction is within the mandate of the assembly.

1.03 HEAD OFFICE

1.03.1 The APHVO’s head office is at the location designated by the board.

1.04 OBJECTIVES

The APHVO’s objectives are:

1.04.1 To promote the full integration of all people with visual impairments in its territory in the various fields of human activity.

1.04.2 To advocate for the rights and promote the interests of visually impaired people in its territory.

1.05 FUNCTIONS

The functions of the APHVO are to:

1.05.1 Bring together visually impaired people in its territory to understand and reflect their conception of the problems and needs associated with their condition.

1.05.2 Keep a continually updated register of its members.

1.05.3 Inform and consult regularly with visually impaired people in its territory on the various issues that concern them in order to take action in accordance with the real needs of everyone.

1.05.4 Ensure that the APHVO is recognized for its expertise and that it is consulted on the major issues and decisions concerning people with visual impairments by the various decision-making levels (government, public and private) that offer programs and services for people with visual impairments.

1.05.5 Use all means of information and all promotional activities to raise public awareness and promote social inclusion.

1.05.6 Represent and defend visually impaired people in its territory.

1.05.7 At the annual general assembly, the members choose an external auditor to audit the accounting records.

1.06 AGREEMENTS

The APHVO board may, if necessary, enter into agreements with other organizations or associations that pursue similar objectives or actions or that are likely to make a concrete contribution to improving its members’ living conditions.

1.07 AFFILIATION

The board can rule on any matter of affiliation to an organization or association pursuing objectives similar to those of the APHVO.

CHAPTER 2 – MEMBERS

2.01 MEMBER

Any person, body or association that accepts and complies with this Constitution may be a member of the APHVO. However, a member cannot delegate his rights and privileges by proxy.

2.02 REGULAR MEMBER

2.02.1 Any visually impaired person who lives in the territory may be a regular member.

2.02.2 Any parent or guardian of a visually impaired child under the age of 18 who lives in the territory may be a regular member.

2.02.3 Any person with a spouse, family member or friend with a visual impairment who lives in the territory may be a regular member.

2.03 ASSOCIATE MEMBER

Anyone living in the territory who wishes to be part of the APHVO may be an associate member.

2.04 AFFINITY MEMBER

2.04.1 Any organization or association that pursues actions or objectives similar to those of the APHVO or that wishes to provide concrete support may be an affinity member.

2.04.2 The affinity member is represented by its president or by any other person officially authorized for this purpose.

2.05 CONDITION OF MEMBERSHIP

2.05.1 Any request for membership as a regular, associate or affinity member must be addressed to the board.

2.05.2 Once this request is accepted, the board authorizes the issuance of a membership card.

2.05.3 All members must pay their annual membership fee before issuance of their membership card.

2.06 ANNUAL MEMBERSHIP FEE

2.06.1 Each year, to have the right to vote, all members must pay a membership fee, the amount of which is fixed by the assembly.

2.06.2 The membership fee amount may vary according to the category of member.

2.06.3 Membership is for a maximum period of one year, from one AGM to another.

2.06.4 New members must pay their membership fee at the same time as their entry fee. However, in accordance with the decisions of the board, the entrance fee may serve as the annual membership fee.

2.07 EXCLUSION

A member shall be excluded:

2.07.1 Upon failure to have paid his membership fee within the prescribed time limits. Written notice is sent to the member concerned.

2.07.2 The board of directors may, by resolution of two-thirds (2/3) of its administrators, suspend for a specified period or permanently expel any member who:

– no longer meets the association’s eligibility criteria (see chapter 2);

– violates a by-law of the association;

– engages in conduct or activities deemed harmful to the association;

– harms other members or the proper functioning of the association;

– commits actions or expresses words contrary to the objectives of the association;

– makes statements that are harmful to the activities or reputation of the association or its members.

2.07.3 Unless the situation is deemed too serious, a member who contravenes the by-laws will first be contacted by an administrator delegated by the board in order to come to an agreement to resolve the situation in dispute and to ensure that that this situation does not reoccur.

At the member’s request, an observer witness of his choice will be called to attend the meeting and to take note of the agreement to be reached between the member and the administrator, upon agreement by both parties. This agreement will then be brought back to the board by the administrator.

If the situation is not resolved, despite this attempt to reach an agreement, the member will be summoned by the board to inform him of the reasons for which he is accused and to give him the opportunity to be heard. The board should notify him by registered letter or email of the date, time, and place of the meeting.

2.07.4 Following this meeting, the council will advise him in writing of its decision.

2.08 RESIGNATION

A member who no longer wishes to be part of the APHVO must submit his resignation, in writing, to the board.

2.09 RIGHTS AND PRIVILEGES

All members have the following rights and privileges:

2.09.1 Receive the notice of meeting, the agenda, and the minutes of the previous assembly.

2.09.2 Participate in discussions during assemblies.

2.09.3 Propose projects in line with the objectives and participate in them.

2.09.4 Benefit from all programs and services created by the APHVO.

CHAPTER 3 – ASSEMBLIES

3.01 COMPOSITION

The assembly consists of all members of the APHVO in good standing.

3.02 ANNUAL ASSEMBLY

3.02.1 The APHVO will hold its annual assembly within three (3) months of the end of its fiscal year.

3.02.2 The annual assembly agenda will include at least the following items:

– presentation and adoption of the agenda;

– reading and adoption of the minutes of the previous annual assembly;

– presentation and adoption of the financial statements and the auditor’s report;

– presentation and adoption of budget forecasts;

– various reports and projects;

– modifications to statutes and by-laws;

– election of board members;

– resolutions and other questions.

3.02.3 All correspondence relating to assemblies (for example, reports, projects and modifications made to statutes and by-laws) must be sent to members, in writing, at least ten (10) working days before the date of the annual general assembly.

3.03 OTHER ASSEMBLIES

3.03.1 In addition to the annual assembly, the board may call all assemblies necessary for the execution of its mandate.

3.03.2 Special assemblies will be called by the board, following a written request from five regular members. In this case, the agenda is compiled by the president, following notice from the members who request the convening of said assembly. The board convenes the members within a minimum of ten (10) working days.

3.04 QUORUM

The quorum consists of a minimum of ten (10) regular members.

3.05 VOTING

3.05.1 Voting at assemblies is by majority vote.

3.05.2 Only regular members present have the right to vote.

3.05.3 Except for the election of board members, voting is by show of hands. However, a secret ballot may be requested and accepted if the majority agrees.

3.05.4 Abstentions are not considered in the calculation of the majority.

CHAPTER 4 – BOARD

4.01 COMPOSITION

4.01.1 The board of directors of the APHVO is composed of five (5) regular members, of which up to a maximum of two (2) seats may be filled by people without visual impairments.

4.01.2 The board consists of the president, vice-president, treasurer, secretary, and one (1) administrator.

4.01.3 There must be no family relationship among the members of the board of directors. This includes immediate family, common-law partners, and their families.

4.02 MANDATE

The term of office of board members is two (2) years.

4.03 VACANCY, RESIGNATION AND REMOVAL

4.03.1 In the event of a vacancy on the board, the board will fill it until the next annual assembly.

4.03.2 Any board member who misses three (3) consecutive meetings without valid reason may be replaced in accordance with the terms set out in these articles.

4.03.3 An administrator may be removed by members in good standing by written notice addressed to such administrator and to the board of directors.

The board of directors does not have the power to remove any of its administrators, but it does have the power to remove, expel or suspend an active member of its organization in accordance with article 2.07.

The dismissal of an administrator, just like his election, is a decision for the members and may only occur for the reasons indicated in point 2.07.

4.03.4 An expelled member may appeal this expulsion decision to the board. In this case, the board will form a committee which will hear the appeal of the excluded member and will rule on the contested decision.

4.04 ELECTION

4.04.1 The election of board members takes place at the annual general assembly. Each even year, three (3) administrator positions are posted for election. In odd-numbered years, the two (2) other positions are posted for election.

4.04.2 When there are more nominations than positions, the election of board members will be by secret ballot.

4.04.3 The positions are distributed among the elected board members at their first meeting.

4.05 VOTING

Board decisions are taken by a majority vote of the members present.

4.06 REGULAR MEETING

The board will hold at least eight (8) regular meetings annually.

4.06.1 A meeting will be held after the annual assembly. This meeting will be devoted to:

– the transfer of powers;

– the allocation of positions and the distribution of tasks;

– any formality necessary for the pursuit of APHVO business.

4.06.2 A regular meeting will be held within two (2) months preceding the annual assembly. The agenda for this meeting will include at least the following items:

– necessary measures for closing the books;

– preparation of various reports (financial and others);

– organization and the next annual assembly.

4.07 OTHER MEETINGS

The board will hold all meetings necessary to carry out its mandate.

4.08 QUORUM

 The quorum for board meetings is three (3) members.

4.09 FUNCTIONS AND POWERS

The functions and powers of the board are:

4.09.1 ​​Calling assemblies and preparing the agenda.

4.09.2 Preparing the work to be submitted at assemblies.

4.09.3 Following up on all assembly decisions.

4.09.4 Preparing all reports and documents that are brought to the attention of members.

4.09.5 Ensuring the means necessary for the exercise of members’ rights and privileges.

4.09.6 Administering funds:

– preparation of financial statements and budget forecasts;

– choice of auditor;

– corporate signatures;

– choice of financial institutions.

4.09.7 Designating the location of the permanence.

4.09.8 Entering into agreements on behalf of the APHVO.

4.09.9 Hiring, managing, and supervising staff and functioning of the permanence.

4.09.10 Forming all the committees necessary for the execution of its mandate and supervising their work.

4.09.11 Filling any vacancy on the board.

4.09.12 Keeping the registers provided for by law up to date and overseeing the management of the archives.

4.09.13 Considering any regular, associate and affinity membership requests.

4.09.14 Deciding on the exclusion of a member.

4.09.15 Informing the general assembly of any new affiliations to an organization or association.

4.10 PRESIDENCY

4.10.1 The president is the official representative of the APHVO.

4.10.2 He has the right to delegate his powers.

4.10.3 He oversees the execution of decisions taken during assemblies and board meetings.

4.10.4 He represents the APHVO in civil acts.

4.10.5 He is responsible for the deliberations and procedures during assemblies and board meetings. However, for the conduct of assemblies, he may, if so desired, use the services of an assembly chairperson.

4.10.6 He sets the agenda for board meetings.

4.10.7 He may be an ex officio member of all committees.

4.10.8 He reports regularly to the board about the situation of the APHVO.

4.10.9 He must ensure that the board complies with the statutes and by-laws.

4.11 VICE-PRESIDENCY

4.11.1 The vice-president takes precedence in the case of replacement or resignation of the president.

4.11.2 He assists the president in the exercise of his functions.

4.12 SECRETARY

4.12.1 The secretary oversees the notices of meetings as well as the correspondence provided for in this Constitution.

4.12.2 He is responsible for updating the list of members.

4.12.3 He sees to the drafting and presentation of the minutes.

4.12.4 He is responsible for the archives and constitutional documents.

4.13 TREASURER

4.13.1 The treasurer receives all monies paid and deposits them in full to the APHVO account at a recognized financial institution designated by the board.

4.13.2 He is responsible for all disbursements in accordance with the provisions of this Constitution and the directives of the board.

4.13.3 He is responsible for petty cash.

4.13.4 He regularly presents the board with a summary report of revenues and expenses.

4.13.5 He is responsible for the accounting records and supporting documentation.

4.13.6 He presents the financial statements, budget forecasts and the auditor’s report at the annual assembly.

4.14 ADMINISTRATORS

4.14.1 The administrators are full members of the board and participate in all decisions taken there.

4.14.2 When assigning positions and distributing tasks, board members will see to the definition of each of the administrators’ roles.

4.15 PERMANENCE

4.15.1 The board may set up a permanence. This will be known as: “permanence.”

4.15.2 The board may hire and remunerate all staff necessary for the functioning of the permanence.

4.15.3 The board determines staff working conditions.

4.15.4 There must be no family relationship between the APHVO staff and board members.

4.15.5 The general director reports directly to the president.

4.16 GENERAL DIRECTOR

Under the authority of the board:

4.16.1 He directs and coordinates all APHVO activities in accordance with the mandates entrusted to him by the board.

4.16.2 He is responsible for the material organization of the various assemblies, meetings and other APHVO activities.

4.16.3 He attends board meetings as well as APHVO assemblies.

4.16.4 He informs the board of the APHVO’s current affairs.

4.16.5 He ensures that as much documentation as possible is offered in alternative formats such as braille and large print and sent by email.

4.16.6 He hires, along with the board of directors, and supervises APHVO staff.

4.17 REMUNERATION

Without prejudice to expenses incurred in the performance of their duties, except for the general director, board members are not remunerated for their services.

CHAPTER 5 – FINANCES

5.01 FISCAL YEAR

The fiscal year ends on the thirty-first (31) of March of each year.

5.02 FUNDS

APHVO funds are comprised of the following resources:

5.02.1 Membership fees.

5.02.2 Subsidies.

5.02.3 Interest, dividends and other gains resulting from bank deposits and other investments.

5.02.4 Donations.

5.02.5 Fundraising for the benefit of the APHVO, in line with its mission.

5.02.6 Honorariums, fees, or any other payments paid to the APHVO for services rendered.

5.03 FUND MANAGEMENT

5.03.1 The board administers APHVO funds.

5.03.2 To facilitate the work of the board, the treasurer shall submit annual budget forecasts to the board for adoption at the annual assembly.

5.03.3 The board shall, according to budget estimates, ensure sufficient availability of funds.

5.03.4 In addition, the board shall establish a reserve of approximately five percent (5%) of the funds to cover, as required, excess unbudgeted expenses.

5.03.5 Budget surpluses will be administered by the board in the form of guaranteed investments.

5.03.6 The APHVO will never be operated for profit for its members. Any profit or other sum owed to it will be used to promote its objectives.

5.04 AUDITOR

At the annual general assembly, members choose an external auditor to audit the accounting records.

CHAPTER 6 – SPECIFIC PROVISIONS

6.01 NOTICE OF MEETING

6.01.1 The notice of meeting mentions the day, date, time and place of the assembly or meeting. It is sent in alternate formats such as braille or large print, as well as by email.

6.01.2 In the case of assemblies, this notice must be sent at least twenty (20) days before the date on which they were called.

6.01.3 In the case of meetings, this notice must be sent at least seven (7) days before the date on which they were called. However, if there is unanimity on the board, different terms may be agreed upon.

6.02 AGENDA

6.02.1 An agenda for each assembly or meeting must be prepared and sent with the notice of meeting.

6.02.2 The agenda is prepared by the president, after consultation with the board or members concerned.

6.03 MINUTES

The minutes of each assembly or meeting are signed by the president and the board secretary. The accuracy is verified, or the text is modified, during reading and adoption, at a subsequent assembly or meeting.

6.04 ACCOUNTING RECORDS

All financial transactions will be duly recorded, according to accounting rules, in appropriate records.

6.05 ARCHIVES

Official correspondence, minutes, notices of meetings, agendas, accounting records, reports and all supporting documentation constitute the archives of the APHVO.

6.06 CORPORATE SIGNATURES

Only signatures of persons authorized by the board are binding on the APHVO.

6.07 CASH AND FINANCIAL OPERATIONS

6.07.1 The board determines the conditions for deposits and withdrawals.

6.07.2 The board may also establish a petty cash fund to pay for ordinary office and other administrative expenses. The amount is determined by the board.

6.07.3 All disbursements will be made by cheque or credit card, except in the cases provided for in the previous paragraph.

6.07.4 For any expense greater than five hundred dollars ($ 500), the general director must receive the approval of the board.

6.08 COMMITTEES

The board or assembly may form any committees necessary for the achievement of the objectives. These committees shall submit to the board or the assembly, written reports of their activities.

6.09 RIGHT OF REVIEW

6.09.1 All members have the right to consult the archives, except for the minutes of boards and committees, accounting records, and employee files.

6.09.2 A written request must be addressed to the board, which will determine the terms of this consultation and notify the member(s) concerned.

6.09.3 The list of members is confidential.

6.10 MODIFICATION OF STATUTES AND BY-LAWS

6.10.1 Any proposal to modify the statutes and by-laws must be sent to the members, in writing, at least ten (10) working days before the assembly called for this purpose. The notice sent by the board must contain the full text of the proposal.

6.10.2 The board and regular members may exercise this privilege.

6.10.3 Any proposal to modify the statutes and by-laws must be approved at an assembly by a two-thirds (2/3) majority vote of regular members present.

6.11 DISSOLUTION AND LIQUIDATION

6.11.1 The corporation can only be dissolved by a two thirds (2/3) majority vote of members present at a special general assembly called for this purpose by a written notice of thirty (30) days given to each member.

6.11.2 If the dissolution of the APHVO is voted in accordance with this article, the board shall finalize all the activities of the corporation and complete the formalities provided for by law with public authorities.

6.11.3 If there is dissolution or liquidation of the APHVO, all assets remaining after payment of debts will be offered to an organization for the promotion of the interests of visually impaired people in Quebec chosen by the assembly.

6.12 ENTRY INTO FORCE OF STATUTES, BY-LAWS, AND AMENDMENTS

This Constitution shall apply and become law as soon as two thirds (2/3) of the members present at an assembly duly convened for this purpose have approved and ratified all the articles of this Constitution.