Constitution and Bylaws

CONSTITUTION OF THE KOOTENAY SOCIETY FOR COMMUNITY LIVING


The name of the society was changed to Kootenay Region Association for Community Living (KRACL) in 2005.

A society incorporated under the Societies Act of British Columbia.
  1. The name of the Society is the Kootenay Society for Community Living (KSCL) hereinafter referred to as the "Society".
  2. To operate exclusively as a charitable organization for the purposes of assuring the right of citizens with a disability to live with dignity in the mainstream of society by the following means:
    1. To offer support to citizens with disabilities and their families.
    2. To encourage and provide for the training and education of citizens with disabilities to enable them to define and realize their own goals.
    3. To advocate for comprehensive community based services relative to the needs of citizens with disabilities in and from the Kootenay Region.
    4. To encourage and provide for the training and education of parents, volunteers, service providers and the general public to promote better understanding of citizens with disabilities, their problems and goals and knowledge of the causes and prevention of handicapping conditions.
    5. To own real and personal property for the provision of services to citizens with disabilities, including but not limited to constructing, providing, maintaining, leasing, owning and managing one or more low-rental housing projects.
    6. To assure the effective management of any services as may come under jurisdiction of the Society to best serve the needs of citizens with disabilities.
    7. To support and encourage communication and cooperation among member branches.
    8. To cooperate with other public and private agencies with similar aims.
    9. To communicate with government at local, provincial and regional levels on matters of concern to citizens with disabilities.
  1. The operations of the Society are to be carried out in the East and West Kootenay Region of British Columbia.
  2. In the event of the dissolution of the Society, all assets after the payment of debts and liabilities shall be given to British Columbia Association for Community Living (BCACL) or to organizations with similar objects to the society operating within the Province of British Columbia at the local, regional or provincial levels as approved by a general meeting of the society. The provision is unalterable.
  3. For greater certainty, for the purposes of paragraph 4 of the Constitution, such organization chosen by the Society shall be a charitable organization resident in Canada and registered under the provisions of the Income Tax Act. This provision is unalterable.
  4. The Governors shall serve without remuneration, and the Governors shall not receive, directly or indirectly, any profits from their position as Governors but may be paid expenses incurred by them in the performance of their duties. This clause is unalterable.
  5. The Society shall be carried on without purpose of gain for its member(s), and no part of any income of the Society shall be payable or otherwise available for the personal benefit of the member(s) thereof, and any profits or other accretions to the Society shall be used for promoting its purposes. This clause is unalterable.
  6. The Society shall carry on works exclusively of a charitable nature. This clause is unalterable.

BYLAWS OF THE KOOTENAY SOCIETY FOR COMMUNITY LIVING
A. MEMBERSHIP
1. The Society shall have two classes of membership:
BRANCH and INDIVIDUAL.
a) A community organization may become a Member Branch providing it is a registered non-profit society in the Province of British Columbia; it subscribes to the constitution and upholds the bylaws of the Society; its aims and objectives are similar to those of the Society.
b) An individual who applies to and is accepted to the Board of Directors may become an Individual Member of the Society.
2. a) A community organization may apply to the Board of Governors to become a MEMBER BRANCH providing:
i) it is a registered society in the Province of British Columbia.
ii) it subscribes to the constitution and upholds the bylaws of
the Society.
iii) it does not render service in a geographical area already
receiving similar service from a member branch.
iv) its aims and objectives are similar to those of the Society.
v) member branches have a vote through their designated
voting members (see D.1).
b) Any person who is a member of a member branch shall be deemed an INDIVIDUAL MEMBER, but does not have a vote.
c) Any institution or organization which does not meet all the above criteria may apply to the Board of Governors to become an ASSOCIATE MEMBER if it upholds the constitution and bylaws of the Society, but does not have a vote.
d) Any person who had made an outstanding contribution to the welfare of disabled citizens may be invited to become an HONOURARY LIFE MEMBER by invitation of the general membership at an Annual General Meeting upon recommendation of the Board of Governors, but does not have a vote.

B. DUES AND FEES
1. Membership fees shall be set for the current year at the Annual General Meeting.
2. If they are not set, the schedule from the preceding year shall be considered to be in effect.

C. EXPULSION
1. A member may be expelled under the following circumstances: i.e. if dues are three months outstanding, a vote may be taken to expel the member branch; that designated delegates who miss two consecutive general meetings may be expelled.
2. To remain in good standing all members shall comply with the constitution and bylaws.

D. VOTING PRIVILEGES
1. All members, both individual and branch, shall have one vote at general meetings of the Society. Motions to dispose of capital assets in excess of $10,000 require approval of 50% of votes cast by Branch members, as well as 50% of votes cast by all members.
2. No proxy votes will be allowed.

E. MEETINGS
1. The Annual General Meeting of the Society shall take place at such time, date and place as shall be determined by the executive.
2. Extraordinary meetings may be called at any time by the President, two Board members, or a minimum of 10% of the general membership.
3. Two weeks notice will be given to all members of any General Meeting.
4. A quorum shall be 30% of members entitled to vote at a General Meeting, if such a meeting is called by requisition of the membership. At an Annual General Meeting, those present shall constitute a quorum of at least eight (8).
5. Roberts Rules of Order (revised) shall prevail at all meetings of the Society.

F. OFFICERS OF THE SOCIETY
1. The elected officers of the Society shall be the President, Vice-President, and Second Vice-President who shall be elected at each Annual General Meeting from among individual members in good standing.
2. The immediate Past President shall also be an officer of the Society.
3. In the event that the office of the President becomes vacant, the Board
of Governors shall elect from its own number, a person to complete the unexpired term. In the event of a temporary absence, the President shall appoint one of the Vice-Presidents to act in his/her absence.
4. The Secretary and Treasurer need not be members of the Society and shall be appointed by the Board. These officers shall not be entitled to
vote if they are not members of the Society.
5. The terms of office shall be for one year.

G. DUTIES OF OFFICERS
1. The President shall preside at all General, Board and Executive meetings, appoint Committee Chairpersons and perform all other duties pertaining to the office.
2. The Treasurer shall present financial statements and report the financial position of the Society to the Board and perform all other such duties as pertain to the office. An audited financial statement and proposed budget shall be presented at the Annual General Meeting.
3. The Secretary shall keep minutes of all Executive, Board and General meetings and attend to correspondence and other such duties as shall be directed by the Board.
4. Books and records of the Society may be inspected by members upon adequate notice given to the Secretary and Treasurer.

H. BOARD OF GOVERNORS
1. The Board of Directors shall be composed of up to nine (9) directors elected at the Annual General Meeting of the Society or at a general membership meeting set at an Annual General Meeting. Three Directors may be elected by the Branch Members of the Society. Three individuals with disabilities may be elected to the Board by the individual members. Three directors at large may be elected by the general membership.
2. Members of the Board shall serve without remuneration but may receive compensation for any or all expenses incurred in the performance of their duties as shall be determined at the discretion of the Board.
3. Members of the Board shall not be in receipt of remuneration from the Society, a member branch or associate member, either in direct salary or interest in contract for goods or services and shall not be the owner, operator or employer of a company, partnership or proprietorship which is in the business of providing direct services to citizens with a disability. This clause does not preclude foster families and associate families.
4. Any vacancy occurring on the Board of Directors may be replaced by appointment of the Board of Directors.

I. MEETINGS OF THE BOARD OF GOVERNORS
1. At least two meetings of the Board of Directors will be held annually at such time, date and location as shall be determined by the Executive Committee.
2. A meeting of the Board may be convened at any time by the President or two members of the Board.
3. Notice of such meetings shall be communicated to all Board members at least four (4) days prior to such a meeting.
4. A quorum for transaction of business shall be 50% of the Directors currently holding office.
5. Motions at any meetings of the Board shall be decided by a simple majority. In the case of an equality of votes, the Chairperson of the meeting shall have a second vote.
6. Teleconference calls shall be recognised as a duly constituted meeting.


J. COMMITTEES OF THE BOARD
1. The President shall appoint chairpersons of such committees as may be deemed necessary from time to time from members of the Board or individual members in good standing.
2. The President shall be ex-officio member of all committees except the nominating committee.
3. Chairpersons of committees shall present membership of their committees for ratification by the Board.
4. Terms of reference for all committees shall be ratified by the Board.
5. Term of appointment to a standing committee shall be a term of one year with the chairperson and each member eligible for reappointment.
6. Term of appointment to an ad hoc committee shall be until completion of the assigned task.
7. The executive committee shall be comprised of the officers of the President, Vice President, Secretary, Treasurer and up to three Directors appointed by the President.

K. AUDIT, BORROWING AND SEAL
1. The Fiscal year end of the Society shall be March 31st.
2. At each Annual General Meeting the membership will be asked to determine if an audit is to be undertaken in the coming year, and if so, the meeting shall appoint an auditor.
3. The custodian of the Seal shall be the President or such person as he/she may designate. The use of the Seal shall not be valid without accompanying signatures of two elected officers or one elected officer and one direct service chairperson.
4. The Society may raise, borrow and secure repayment of money pursuant to a resolution to that effect passed at a General Membership meeting by not less than 75% of the members present.
5. The Society may raise and secure repayment of money by the issue of debentures, pursuant to a special resolution to that effect passed at a general meeting by a majority of not less than seventy-five (75) % of votes cast.
6. The society may own real or personal property for the purpose of furthering the objectives of the Society.

L. AMENDMENTS TO BYLAWS
1. These bylaws shall not be altered or amended except pursuant to a special resolution of the general membership.
2. The intention to propose a special resolution shall be expressed in writing to all voting members of the Society not less that fourteen (14) days prior to the general meeting at which action on the resolution is anticipated.
3. These bylaws and any amendments thereto shall be deemed to be in effect by passage of a majority of not less that seventy-five (75)% of the votes cast at a general meeting when they are presented and upon approval of the Registrar of Companies.