Statutes and Bylaws

General Policy

The following text contains the version of By-Law No. 1 approved on December 9, 2003, at the Special General Meetings of the Centre francophone de Toronto, the Centre culturel et d'information de Toronto and the Centre médico-social communautaire, as amended by the boards of the three organizations, submitted and approved on April 30, 2004, by the Ministry of Consumer and Business Services (formerly the Ministry of Consumer and Commercial Relations).

22 College Street
Toronto, Ontario
M5G 1K3
Telephone: 416-922-2672
Fax: 416-922-6624

1. Name, logo and seal, mandate, mission, main office, working language
2. Eligibility, rights and responsibilities of members
3. General Meeting for members
4. Elections at the General Meeting
5. Board of Directors
6. Directors and Committees
7. Miscellaneous provisions

1. NAME, LOGO AND SEAL, MANDATE, MISSION, MAIN OFFICE, WORKING LANGUAGE

   1. Official Name

      The name of the corporation is:

      CENTRE FRANCOPHONE DE TORONTO
      (hereinafter referred to as the “Centre”).

   2. Usual designation

      Usual designation of the Centre:

      Centre francophone

   3. Definitions

      The words or expressions below, when used in this by-law, will have the following meanings unless the context indicates otherwise:

      “Director” means any person elected or appointed to sit as a volunteer on the Board of Directors of the Centre.

      “Employee” means any person who receives any compensation from the Centre for services rendered.

   4. Logo and seal
      1. The Centre's official logo, chosen by the Board of Directors, appears in the letterhead of this document.
      2. The Centre's official seal, chosen by the Board of Directors, appears affixed in the margin of this document.
   5. Vision

      As a respected leader and driving force in Toronto's francophone community, the Centre francophone de Toronto is committed to offering a broad range of multidisciplinary services and programs from convenient and accessible locations and in partnership with other francophone agencies, in order to meet the needs and further the development of Toronto's highly diverse French-speaking population.

   6. Mandate

      To establish and operate a centre for the French-speaking population of Toronto and Ontario for the following purposes:

      1. deliver health care services in French and, as needed, in Canada's other official language;
      2. develop and provide means to deliver health care (both immediate and follow-up) to individuals and families requiring such services;
      3. develop means to deliver services relating to the prevention, diagnosis and treatment of disease;
      4. promote medical research;
      5. deliver services to Ontario francophones who use Toronto hospitals and need to communicate in French: interpretation, support, accommodation;
      6. provide social and community services to the community in French;
      7. provide children's and family services in French;
      8. provide legal aid services in French;
      9. offer counselling and settlement services in French to newcomers to Toronto and the Greater Toronto Area;
      10. provide support in French to low-income persons seeking permanent housing;
      11. provide assistance in French to low-income persons seeking employment, such as with job search methods, CV preparation, labour market orientation, references for employers;
      12. promote and propagate francophone arts by providing access to, for example, the Galerie Céline Allard art gallery, arts programs, conferences and seminars;
      13. provide documentation, such as a directory of francophone resources, on French-language resources that are available in Toronto and the Greater Toronto Area;
      14. help advance francophone literature and music by stimulating public interest and encouraging talented individuals;
      15. encourage, help and protect French-speaking Canadian citizens with regard to their civil rights guaranteed under the laws of Canada and Ontario;
      16. provide a drop-in place where francophone children in Metro Toronto can come and play;
      17. provide a gathering place for francophones to come and interact;
      18. promote general public awareness of the status and role of francophones in every dimension of social, economic, cultural, educational, political and legal life;
      19. help the disadvantaged;
      20. carry out all other charitable and educational intentions;
      21. do anything else that promotes or accomplishes the above-mentioned objectives.
   7. Mission

      The Centre's mission is to provide Toronto-area francophones with access to quality services in French in the Centre's various fields of operation while recognizing and celebrating the socio-demographic, cultural and economic diversity of Toronto's French-speaking community.

   8. Main office

      The Centre's main office is located in Metropolitan Toronto, Ontario, and in any other location the directors may elect from time to time.

   9. Working Language

      The Centre's working language is French.

   10. Geographic Area Served by the Centre

       The Centre serves the geographic area of Metropolitan Toronto and the Greater Toronto Area.

2. ELIGIBILITY, RIGHTS AND RESPONSIBILITIES OF MEMBERS

   1. Members

      The Centre has:

      1. agency members; and
      2. individual members.
   2. Eligibility – agency member

      Any incorporated or non-incorporated organization having its head office or regional office in the geographic area served by the Centre, having objectives compatible with those of the Centre, having paid membership fees payable every two (2) years, and having a minimum of ten (10) members is eligible to be an agency member.

   3. Eligibility – individual member

      Any person who applies for membership and who meets the following criteria is eligible to be an individual member:

      1. francophone/francophile;
      2. 18 years of age or more;
      3. resides or works in the geographic area served by the Centre;
      4. client of the Centre or person designated by the Board of Directors;
      5. and who has paid the membership fees payable every two (2) years.
   4. New members

      Membership applications shall be approved by the Board of Directors. The chair shall notify new members immediately on approval of their applications. Employees of the Centre may not be members of the Corporation while in the employ of the Centre.

   5. Honorary member

      The Board of Directors may at any time appoint an honorary member, be it an individual or an organization, in recognition of exceptional services rendered to the Centre or the francophone community. All honorary members will be invited to attend the Centre's Annual General Meetings as an observer with the right to speak.

   6. Vote

      Members in good standing have the right to vote at General and Special General Meetings, according to the following rule: one member = one vote. A member may vote by proxy by designating in writing another member for this purpose.

   7. Transfer

      Interests of the members of the Centre are not transferable.

   8. Membership fees

      Membership fees are set each year by the Board of Directors and are payable on taking out membership or on renewing membership.

   9. Loss of membership status
      1. Payment of membership fees

         Members who do not pay their membership fees according to the procedure and the payment schedules adopted by the Board of Directors shall lose their right to be a member of the Centre.

      2. Resignation

         A member who wishes to resign must do so in writing. The resignation shall take effect on receipt of the written notice by the Board of Directors.

         In the case of resignation, the resigning member remains responsible for payment of the membership fees and of any sum owing the Centre prior to receipt of his or her notice of resignation.

      3. Removal:
         1. The Board of Directors may, by a two-thirds (2/3) vote of members present, remove a member for cause that is in any way counter to the mission, vision and/or interests of the Centre.
         2. The General Meeting may remove a member for cause by a two-thirds (2/3) vote of members present; it shall give the member advance notice of such a motion and shall invite the member to offer an explanation before seeking a vote on the matter.

3. GENERAL MEETING OF THE MEMBERS

   1. General Meeting

      The General Meeting constitutes the central body of the Centre and brings together all the members. Unless otherwise indicated in this by-law, its decisions are made by a majority vote.

   2. Voting right

      Every member of the Centre has the right to vote and may be elected in accordance with the provisions of the articles in this by-law.

   3. Annual General Meeting

      The Centre shall invite its members to an Annual General Meeting that shall be held at least once a year, no later than four (4) months following the Centre's fiscal year end.

   4. Notice of meeting

      Notice of meeting for each Annual General Meeting shall be sent to every member in writing at the most recent address known to the Centre, by mail and by any other means of communication, thirty (30) days or more before the date of the Annual General Meeting. The notice shall include the date, time and location as well as the agenda for the meeting.

   5. Date and location

      The Annual General Meeting takes place on the date and at the time and location determined by resolution of the Board of Directors.

   6. Agenda

      The agenda for the Annual General Meetings is determined by the Board of Directors and shall include at the least following items:

      1. Opening of the session by the chair;
      2. Election of a meeting chair and a recording secretary if the past chair and past recording secretary are for any reason unavailable;
      3. Reading of the notice of meeting and verification of quorum;
      4. Adoption of the minutes of the last General Meeting and any other Special General Meeting;
      5. Presentation of the audited financial statement and designation of the auditors;
      6. Annual report on the management of the Centre;
      7. Appointment of the auditors;
      8. Election of the members of the Board of Directors; and
      9. Examination of the proposed amendments to the by-law.
   7. Quorum

      A minimum of twenty (20) members present at the General Meeting constitutes a quorum.

   8. Powers of the General Meeting

      General Meeting:

      1. Confirms the Centre's strategic directions and working priorities;
      2. receives the reports on the management of the Centre;
      3. designates the auditor and mandates the executive director to set the fees and enter into a contract for this purpose;
      4. elects the directors;
      5. creates standing or provisional committees, as needed, to examine any important issue, without inasmuch restricting the power of the Board of Directors to do the same;
      6. confirms the terms surrounding the use of the Arts and Culture Fund and approves revisions; and
      7. deliberates on any other item on the agenda.
   9. Special Meeting

      A Special General Meeting shall be called by the Board of Directors:

      1. on written request of a majority of the members of the Board of Directors; or
      2. on written request of twenty (20) members.

      and this, within twenty-one (21) days following receipt by the chair of the request to call a Special General Meeting. After these twenty-one days, the signatories may themselves call the meeting.

   10. Agenda – Special General Meeting

       The agenda for a Special General Meeting shall include only the following:

       1. Election of a meeting chair.
       2. Verification of quorum.
       3. Submission of the object of the meeting called.
       4. Discussion.
       5. Vote.
       6. Adjournment of the Special General Meeting.
   11. Notice of Meeting – Special General Meeting

       Notice of meeting shall be published in at least two different information media no later than forty-eight hours (48) prior to the date of the meeting, and shall also be sent out by direct communication.

4. ELECTIONS AT THE GENERAL MEETING

   1. Nomination committee

      Prior to each General Meeting, the Board of Directors shall appoint a nomination committee from among those directors whose terms of office are not expiring or who have decided to no longer sit on the Board of Directors. The mandate for this committee will be to table a list of potential candidates at the meeting, according to the requirements of this by-law.

   2. Nomination period

      The nomination period shall open after the meeting has been officially declared open and the nomination committee report has been read by the chair, and it shall remain open until the move to adjourn.

   3. Nominations from the floor

      In order to have one's name put forward as a candidate, a person must have been a member of the Centre for at least one (1) month.

      Members in good standing present may nominate candidates to the chair of the nomination committee, prior to the closing of nominations, in accordance with the requirements of this by-law, by using the nomination form.

   4. Validation

      Every nomination shall be introduced by two (2) members present. Every nomination for persons not present shall be accompanied by the written consent of the candidate.

   5. Closing of nomination period

      Following the vote on the motion to close the nomination period, the chair of the nomination committee will present the final list of candidates to the meeting chair.

   6. Vote

      Only one vote per member present will be accepted. If, however, the number of candidates for the positions is not greater than the number of positions available, it will not be necessary to proceed to a vote. On the closing of the nomination period, the chair may declare the candidates elected.

   7. Delegation of powers

      The General Meeting shall delegate to the Board of Directors all of its legislative and executive powers except those specifically entrusted to it by the by-law. The directors manage all the Centre's business affairs and, in all circumstances, conclude or approve legitimate contracts on behalf of the Centre.

5. BOARD OF DIRECTORS

   1. Board of Directors

      The Centre is governed by the Board of Directors composed of fourteen (14) elected members, of whom three (3) are user representatives, two (2) are stakeholders with experience in the health and social services sector, two (2) are representatives of the arts and culture sector, two (2) are member lawyers who are licensed to practice in Ontario, and the past chair (where applicable). The Board of Directors shall speak with but one voice and shall function as a unit. No member other than the chair may speak on behalf of the Board of Directors unless having been specially delegated this responsibility for a specific purpose or for a determinate period of time.

      The Board of Directors includes:

      1. the chair;
      2. the vice-chair;
      3. the secretary;
      4. the treasurer;
      5. the past chair (where applicable) and
      6. the Centre's executive director who participates solely in an advisory capacity.

      A majority of the directors must be Canadian citizens.

   2. Directors

      To be eligible to become a director, a person must meet the following criteria:

      1. be a member of the Centre;
      2. be 18 years of age or older; and
      3. not be an undischarged bankrupt.

      If during his or her term of office a director does not continue to meet one or more of these criteria, he or she shall immediately be deemed to have resigned.

   3. Terms of office

      Directors are elected and undertake their duties during renewable two-year (2) terms of office. Seven (7) positions are open for re-election in even years and (7) other positions in uneven years.

   4. Maximum term of office

      No director may sit on the Board of Directors for more than three (3) consecutive terms of office.

   5. Employees on the Board of Directors

      No permanent or contract employee of the Centre may be elected or appointed to the Board of Directors. A former employee must wait one year after termination of his or her period of employment with the Centre before holding a board position.

   6. Vacant positions

      Directors may, if they deem it necessary, appoint an eligible member of the Centre to fill a vacant position on the Board of Directors. Otherwise, the position remains vacant until the next Annual General Meeting.

   7. Responsibilities

      The Board of Directors determines the policies arising from the strategic policy directions ratified by the General Meeting and administers the business affairs of the Centre. It appoints and removes the executive director, approves the budgets, calls meetings, strikes committees as needed, and receives financial reports and activity reports.

   8. Frequency and language of use

      The Board of Directors meets at least eight (8) times a year, and each time the meeting is called by the chair. Meetings are held in French.

   9. Notice of meeting

      The secretary, at the request of the chair, gives notice of meeting to each member for each meeting of the Board of Directors at least forty-eight (48) hours before the meeting is to be held. Notice may be sent by fax, courier or email.

   10. Quorum

       The quorum required for deliberations is composed of a majority of the directors.

   11. Location of meetings

       Unless otherwise specified in the by-law, the Board of Directors may hold its meetings at a location of its choosing. If all of the Centre's directors who are present or attending the meeting are in agreement, a meeting of directors or a committee of the Board of Directors may be held by telephone or by any electronic or other means as long as everyone attending the meeting is able to communicate with each other instantly or simultaneously.

   12. Calling of a Special Meeting

       The chair shall call a meeting of the Board of Directors at the written request of five (5) members of the Board of Directors.

   13. Elections to the Board of Directors

       At the first meeting following the Annual General Meeting, the directors elect the chair, vice-chair, secretary and treasurer. The executive director shall preside until the vote has been held and a chair has been elected.

   14. Attendance

       After three (3) unjustified absences or two (2) consecutive unjustified absences, a member of the Board of Directors is deemed to have resigned. After four (4) (consecutive) justified absences, a member of the Board of Directors is deemed to have resigned. An absence is “justified” where the director communicates directly with the Centre's executive director prior to the meeting of the Board of Directors. Arriving more than 30 minutes late for a meeting of the Board of Directors constitutes an unjustified absence unless there have been uncontrollable or verifiable circumstances. Absences will be measured over the period running from one General Meeting to the next for the director in question. The chair of the Board of Directors shall then confirm his or her resignation in writing. Any member of the Board of Directors may resign by submitting written notice to the chair.

   15. Removal

       A director may be removed from his or her duties for cause on a motion adopted by two-thirds (2/3) of votes cast either at the Annual General Meeting or at a meeting of the Board of Directors. Advance notice of such motion shall be given to the directors and the members, and the person or person's representative shall have the opportunity to speak to the other directors or members, where applicable, on the substance of the motion.

       Grounds for cause include deviation from or contravention of the by-law or policies and procedures in effect.

   16. Compensation

       Board members are not entitled to compensation. They may not receive any direct or indirect benefit from their duties. The Centre shall, however, reimburse reasonable expenses incurred by directors in the discharge of their duties, according to the Centre's administrative policy.

   17. Conflict of interest

       Conflict of interest exists where a director or family member has a direct pecuniary interest in a contract, tender or other transaction decided upon by the Board of Directors. There is also conflict of interest when a Board member has an intimate personal relationship with an employee, volunteer or student trainee working for the Centre. Conflict of interest also exists where a Board member, at the same time as performing his or her responsibilities at the Centre, carries out parallel (but different) professional activities that might involve or have an impact on the Centre.

       Where a Board member is in a conflict of interest position, the member must, as soon as possible after the meeting has opened, declare his or her conflict of interest. The member must leave the room while the file is being discussed.

       Notwithstanding any other provision, a corporation or company with which a director is affiliated (as an employee, partner, owner, or in another capacity) may offer its services to the Centre for compensation provided (i) the director did not vote on the choice and (ii) all the other directors present unanimously approved the choice.

   18. Confidentiality

       All directors and resource-persons associated either temporarily or on a long-term basis with Board business shall respect the confidentiality of the issues deemed confidential by the Board of Directors.

   19. Limits of liability

       The Centre's board members and directors are protected from liability under the Act to the extent and in the manner stipulated in the Insurance Policy for Corporate Bodies concerning “third party liability of board members and directors”. The Centre shall at all times maintain liability insurance for the board members and directors, their heirs or assignees. Each director may receive a copy of the liability insurance for board members and directors and is responsible for reading and understanding the contents.

   20. Indemnification

       Every board member or director of the Centre, their heirs, executors and administrators, estate and effects respectively shall from time to time and at all times be indemnified and saved harmless, using Centre funds pursuant to the Act and the policy regarding liability of board members and directors, against all costs, expenses and expenditures reasonably incurred by members of the Board of Directors of the clinic who are prosecuted in their personal capacity because they are or have been board members or directors of a clinic, provided that:

       1. the member of the Board of Directors has conducted himself or herself honestly and in good faith in the interests of the Centre;
       2. the member of the Board of Directors has discharged his or her respective duties as would a reasonable person under the circumstances;
       3. in the case of prosecution or administrative or criminal proceedings involving a fine, the member of the Board of Directors has reasonable grounds for believing that his or her conduct was lawful.

6. DIRECTORS AND COMMITTEES

   1. Committees

      Besides the Executive Committee, Legal Committee, Arts and Culture Committee, and Audit Committee, the Board of Directors may strike committees composed of directors or any other person, as needed, and may mandate specific responsibilities to these committees.

   2. Committee reports

      Committees shall operate with an agenda and minutes. They shall report to the Board of Directors on the progress and/or findings of their work, including any recommendation for the Board of Directors.

      The Board of Directors has right of review over all committees and may do what it deems appropriate with the recommendations it receives from the committees.

   3. Executive Committee

      The Executive Committee is responsible for the day-to-day administration and coordination of the Centre's activities. It executes the decisions of the Board of Directors, maintains the secretariat, and carries out all the duties entrusted to it by the Board of Directors.

      The Executive Committee includes the following directors:

      1. chair;
      2. vice-chair;
      3. secretary; and
      4. treasurer.
   4. Legal Committee

      The mandate of the Legal Committee is to develop operating policies for Legal Aid Services and to recommend their implementation.

      The Legal Committee meets at least six (6) times a year and each time the meeting is called by the member chairing the legal committee.

      The committee is composed of at least three (3) members of the Board of Directors, two of whom are lawyers licensed to practice in Ontario. The Legal Committee is chaired by a lawyer-member of the Board of Directors and includes two client-members representing the community.

   5. Arts and Culture Committee

      Following the Centre's strategic guidelines, the mandate of the Arts and Culture Committee consists in developing operating policies for the arts and culture sector and in recommending their implementation.

      The Arts and Culture Committee meets at least twice (2) a year and each time the meeting is called by the member chairing the committee.

      The committee is composed of at least two (2) members of the Board of Directors who represent the interests of arts and culture on the Board. The committee includes two (2) representatives from the community.

   6. Audit Committee

      The mandate of the Audit Committee is to ensure the audit is carried out efficiently and at minimal cost; to supervise the financial systems and internal controls of the Centre; to recommend to the Board of Directors its approval of the Centre's annual financial statements; and to recommend to the Board of Directors the appointment of an external auditor.

      The committee is composed of three persons who include the treasurer, a member of the Board of Directors, and a non-member of the Board of Directors who acts as committee chair. The committee meets at least once a year and each time the meeting is called by the member chairing the committee.

   7. Role of committees

      The role of the committees is to guide the actions of the Board of Directors. The composition and mandates of the committees must be approved by the Board of Directors.

   8. Executive director - committees

      The executive director attends the meetings of the Executive Committee and may attend any other committee but only in an advisory capacity.

   9. Chair

      The chair, elected by and from among the directors, represents the Centre in all civil proceedings. The chair is the official spokesperson for the Centre and chairs the meetings of the Board of Directors and the Executive Committee. The chair is an ex officio member of all committees and work groups, with voting rights.

   10. Vice-chair

       The vice-chair, elected by and from among the directors, replaces the chair in his or her absence and supports him or her in all undertakings.

   11. Secretary

       The secretary, elected by and from among the directors, is the ex officio registrar for the Board of Directors. The secretary attends every meeting of the Board of Directors and takes the required notes for preparing the minutes to be recorded in the register kept for this purpose. The secretary sends out all the necessary notices to members and directors. The secretary is the depository of the Centre's official seal, books, documents, files, correspondence, contracts and any other document of the Centre, none of which shall be released to anyone except on order of the Board of Directors.

   12. Treasurer

       The treasurer, elected by and from among the directors, carries out the usual duties of treasurer and keeps a complete and accurate record of the Centre's revenues and disbursements in the accounting register. The treasurer may delegate his or her administrative duties to any person whom the Board of Directors shall approve in accordance with the administrative policies to this effect.

   13. Term of office for Executive Committee members

       Every Executive Committee members has a renewable one-year term of office. The Board of Directors may remove a member of the Executive Committee by a motion or motions adopted by two thirds (2/3) of votes cast.

   14. Past chair

       The chair becomes the past chair:

       1. if he or she has completed his or her term of office on the Board of Directors, was consequently no longer subject to re-election and is recognized by the General Meeting, or;
       2. if he or she decides not to run for re-election.
   15. Term of office and duties of past chair

       The past chair remains in office for a period not exceeding one (1) year. The past chair does not have voting rights.

   16. Executive director

       The executive director holds, by delegation, principal responsibility for the administration of the Centre. The executive director carries out all duties entrusted to him or her by the Board of Directors and the Executive Committee.

7. MISCELLANEOUS PROVISIONS

   1. Fiscal year

      Unless the Board of Directors decides otherwise, the Centre's annual fiscal year ends on March 31 of each year.

   2. Financial business

      Unless the Board of Directors decides otherwise, two of the following persons are authorized to sign cheques, contracts and other bank documents on behalf of the Centre: the person in the position of chair, vice-chair, treasurer, secretary, and executive director. These persons may make the necessary arrangements and decisions relating to the Centre's book-keeping and bank accounts. By resolution, the Board of Directors appoints the financial or banking institutions with which the Centre shall do business. The person in the position of executive director and the person in charge of accounting are authorized by the Board of Directors to sign cheques for current operating expenses as well as bank documents on behalf of the Centre, within the signing authority limits specified in the Board of Director's Operating Policy Manual and General Administrative Policy Manual.

      The person in the position of executive director and the person responsible for accounting may, when dealing with the banking bodies, represent the Centre's interests, receive cashed cheques from the banks and chartered bank instruments, and must together carry out the bank reconciliation.

   3. Financial audit

      As soon as possible after the end of each fiscal year, an audit of the corporation's financial statements is conducted by the auditor appointed for this purpose at each Annual General Meeting of the Centre's members. Compensation for the auditor will be established by the Board of Directors.

   4. Loans

      Except under exceptional circumstances, loans are limited to the Centre's line of credit. All loans must be approved beforehand by the Board of Directors.

      The members of the Board of Directors may, as needed, authorize the executive director to:

      1. contract a loan to the Centre; and
      2. issue, sell or secure the securities of the Centre, or mortgage, charge, hypothecate or pledge all or any part of the property of the Centre to secure a loan, bond, debt or liability involving the Centre.
   5. Annuities and other financial resources

      The Centre authorizes the corporation's executive director to receive any gift, bequest or devise in cash or in kind and to issue receipts for the applicable tax.

      The Centre may issue life or other annuities to individuals who would like to support its work in the community.

   6. Rules of procedure

      This by-law is governed by the Morin Code of Procedures and, in case of procedural conflict, the Morin Code shall prevail.

   7. Amendment to the by-law
      1. An amendment to the present by-law may be considered only at the Annual General Meeting and may be adopted only by a vote of at least two-thirds (2/3) of members present.
      2. The written text of every amendment shall be received at the main office of the Centre forty (40) days before the Annual General Meeting is held. Two (2) members in good standing must sign the proposed amendment.
      3. The substance of every amendment shall be indicated in the notices of meeting to the Annual General Meeting and the exact text must be available at the Centre's main office.
      4. Any proposed amendment that does not respect the above specified time frames or that is put forward at a Special General Meeting may be considered by reason of nine-tenths of votes cast at the General Meeting and will require the vote of nine-tenths of members present.
   8. Dissolution

      In the case of dissolution of the corporation's assets, a Special General Meeting of the members will decide which similar or back-up organization will receive the Centre's funds and/or goods.

   9. Entry into effect

      The present by-law takes effect on the day of its adoption.

      Adopted by the Board of Directors on September 13, 2004.

      CENTRE FRANCOPHONE DE TORONTO

      By:

      Name:

      Title:

      Date:

      I have the authority to bind the Centre.