Friends of Canadian Libraries

The Certificate of Continuance and the articles together become the corporation’s constitution and replace the letters patent. Approved Sept. 8, 2014

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/vwapj/FRM-4031-e.pdf/$file/FRM-4031-e.pdf

The Canada Not-for-Profit Corporations Act (S.C. 2009, c. 23) is the default set of rules for all organizations and applies to many situations within FOCAL By-laws

 
ARTICLES OF CONTINUANCE

Corporate name

The name of this association shall be: Friends of Canadian Libraries (FOCAL).

Corporation number

354862-7

Province or territory where the registered office is situated

Ontario

Minimum and maximum number of directors or the fixed number of directors

Minimum 5 Maximum 13

Statement of the purpose of the corporation

Purpose  

  • To encourage and assist with the formation of Friends of Library groups in Canada for all types of libraries.
  • To provide Friends of Library groups access to information and ideas that will prove useful to them in the operation of their organizations.
  • To make the public and the library community aware of the existence of Friends of Library groups and what they do for their libraries
  • FOCAL enables the enhancement and growth of  library services through support of local Friends groups

Restrictions on the activities that the corporation may carry on, if any

None

The classes, or regional or other groups, of members that the corporation is authorized to establish

Membership in the association is open to any Friends organization, individual, corporation or other organization or association that supports the purposes of the association.

Categories of membership:

Shall be entitled to receive notice of and to attend all meetings of the members of FOCAL and shall have one vote at the Annual General Meeting, and/or Special Meetings.

* Friends association

* Individual

Shall be entitled to receive notice of and to attend all meetings of the members of FOCAL and shall not vote.

Corporate/Organization




Statement regarding the distribution of property remaining on liquidation

Upon dissolution of the Friends of Canadian Libraries and upon winding up of its affairs, the assets shall be distributed as follows: after payment of obligations, all remaining assets shall be transferred to the Ontario Library Association.

Any additional provisions that the corporation may want in its articles

None

  

FRIENDS OF CANADIAN LIBRARIES BY-LAWS

Definitions

1. "FOCAL" means Friends of Canadian Libraries

2.  "Board" means the Board of Directors of FOCAL, which includes the    
            Executive Committee and Regional Directors;

3.  "Meeting of members" includes an annual meeting of members or a   special meeting of members;

4. "Special meeting of members" includes a meeting of any class or classes of             members and a special meeting of all members entitled to vote at an annual      meeting of members;

5. "Ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

6. "Special resolution" means a resolution passed by a majority of not    less than two-thirds (2/3) of the votes cast on that resolution.

 

ARTICLE I   MEMBERSHIP

Membership in FOCAL is open to any Friends association, individual, corporation or other organization that supports the purposes of FOCAL.

Categories of membership:

  • Friends association - shall be entitled to receive notice of and to attend all meetings of the members of FOCAL and shall have one vote (vote shall be cast by the appointed delegate) at the Annual General Meeting, and/or Special Meetings.

One representative shall be named as the primary voting member for each Friends group, with the second representative named as the alternative to the first representative.

  • Individual - shall be entitled to receive notice of and to attend all meetings of the members of FOCAL and shall have one vote at the Annual General Meeting and/or Special Meetings.

 

  • Corporate/Organization - shall be entitled to receive notice of and to attend all meetings of the members of FOCAL and shall not vote at the Annual General Meeting and/or Special Meetings.

Dues

Membership dues shall be set by the Board.

 Honorary Members

From time to time, the Board of Directors may admit as an Honorary Member of FOCAL a person who has made an outstanding contribution.

ARTICLE II   MEETINGS

Any meeting, including Board meetings, Annual General Meetings or Special Meetings may be held entirely by electronic means, as long as all participants can communicate adequately with each other.


Notice of Annual General Meeting or Special Meeting of the Association

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

  1. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held; or
  2. by mail to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held.

Annual Financial Statements

  1. FOCAL will publish the annual financial statements and documents on the FOCAL website, and may send copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, if requested.


Quorum of Annual General Meeting or Special Meeting

A quorum at any meeting of the members shall be 10% of the members entitled to vote at the meeting.

If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

Voting

At any meeting of members, every question shall, unless otherwise provided by the by-laws or by the Act, be determined by a majority of the votes cast. In case of a tie, the Chair of the meeting, in addition to an original vote shall have a second or casting vote.

Absentee Voting – As per Subsection 171(1) of the Act and Section 74 of the Regulations, absentee members of FOCAL may vote: (a) by proxy, (b) by mailed-in ballot, or (c) by electronic means.

Consensus - As per Subsection 137(1) of the Act, members may make decisions by consensus, with certain exceptions.

Board Meetings

Quorum

A quorum at any meeting of the Board shall be 50% plus 1 of the total number of Board members.

Voting

At FOCAL Board meetings, every question shall be determined by a majority of the votes cast. In case of a tie, the Chair of the meeting, in addition to an original vote shall have a second or casting vote.

Between Board meetings, votes may be taken by e-mail and recorded at the next regular Board meeting.

Consensus

The FOCAL Board may make decisions by consensus.

Attendance

Any FOCAL member may observe Board meetings and Committee meetings.

Minutes

Board and Committee minutes shall be made available on FOCAL's website.

ARTICLE III   GOVERNANCE

FOCAL Board   

  • The Board shall govern FOCAL and shall be elected, appointed or acclaimed by the members voting during the Annual General Meeting.
  • The Executive Committee is comprised of the President, Vice-President, Secretary, Treasurer (or Secretary/Treasurer), and Immediate Past President.
  • Regional Directors from four regions, as outlined below, will be elected, appointed or acclaimed to the FOCAL Board at the Annual General Meeting.

Executive Committee

President

The President shall preside at the Annual General Meeting, Special Meetings, Board Meetings and  Executive Committee meetings; the President shall be responsible for the overall operation of the Association; the President shall  prepare and present an annual report.

Vice-President

The Vice-President shall, in the absence of the President, perform the duties of the President and shall perform other duties as assigned.

Treasurer

The Treasurer shall keep FOCAL's financial and membership records and present a financial report, including a proposed budget for the next fiscal year, at the Annual General Meeting;  the Treasurer shall deposit all funds into a bank, credit union or trust company account in FOCAL's name.

The President and Treasurer shall sign all cheques or money orders for payment of approved invoices issued on behalf of FOCAL.

The fiscal year shall be from April 1 through March 31.

Secretary

The Secretary shall keep minutes and reports from the Annual General Meeting, Special Meetings, Board meetings and Executive Committee meetings; the Secretary shall be responsible for correspondence;  the Secretary shall maintain the FOCAL's records.

Secretary/Treasurer

FOCAL members may vote at the Annual General Meeting to combine the offices of Secretary and Treasurer.

Past President

The Past President shall provide advice and information to the President as required and shall attend Annual General Meetings, Special Meetings, Board meetings and Executive Committee meetings.

Regional Directors

A maximum of eight Regional Directors may represent the following regions:
2 Directors from the Prairies (Northwest Territories, Yukon, Nunavut, Saskatchewan, Alberta and Manitoba)
2 Directors from Atlantic Canada (provinces east of Quebec)
2 Directors from British Columbia
2 Directors from Central Canada (Ontario and Quebec)

Committees

FOCAL Committees, as determined by the Board, shall be:

  • Nominating Committee
  • Communications Committee
  • Such other regular and ad hoc committees as deemed necessary

Terms of Office

Executive Committee members shall serve for terms of 2 years. The Treasurer, who is elected or appointed, shall have the term of office renewed on an annual basis. No elected officer, except the Treasurer, shall serve more than three consecutive terms in the same capacity.

  • The term of office for Executive Committee members and other members of the Board shall begin following FOCAL's Annual General Meeting. They shall hold office until their successors have been duly elected or appointed, or unless a position becomes vacant in the meantime.

Replacing Directors of the Board between Annual General Meetings

The Directors may appoint additional directors to hold office until the next Annual General Meeting of members. No more than one-third of the total number of directors can be appointed. (see vacancies)

Resignations

See Section 129 (2) http://laws-lois.justice.gc.ca/eng/acts/C-7.75/FullText.html  

Vacancies

See Section 128 (6) and (7) http://laws-lois.justice.gc.ca/eng/acts/C-7.75/FullText.html

Removal of Directors

See Section 130 (1) http://laws-lois.justice.gc.ca/eng/acts/C-7.75/FullText.html

Indemnities/Protection of Board Of Directors

See Section 151 (1) http://laws-lois.justice.gc.ca/eng/acts/C-7.75/FullText.html

ARTICLE IV   AMENDMENTS

The Articles of Continuance and/or the By-Laws may be amended at the Annual General Meeting or at a Special Meeting, following at least 30 days notice of proposed changes to all members.  

 

  • Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
  • Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws to change the manner of giving notice to members entitled to vote at a meeting of members.
  • Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws to change this method of voting by members not in attendance at a meeting of members.

ARTICLE V   EFFECTIVE DATE

  •  This By-Law shall come into force upon its enactment.
  •  Enacted by the FOCAL Board at the Annual General Meeting or at a Special Meeting on the 8th day of September 2014

 

____________________________    President                                                    

 

____________________________    Treasurer