Section TWO: Members; & Members’ Meetings
2A. Members:
2A.1 Membership in the Corporation shall consist of the incorporators named in the articles and such other persons of legal age, who are interested in furthering the Corporation’s purposes and who have been accepted into membership in the Corporation by resolution of the Board.
2A.2 The Corporation will have two Groups of Members – 1. Voting Members; and 2. Non-Voting Members. Membership in the Church is not transferable and automatically terminates if the member resigns or such membership is terminated in accordance with the Act and the Bylaws.
2A.3 The Board will establish, operationalize, and as needed modify Membership Policies & Procedures that that will ensure a process whereby new members are informed about the Church’s Purposes, Goals, and Methods of operation; and how they can participate as Members in terms of their privileges, rights, and obligations.
2A.4 Within the Membership Policies & Procedures the Board will define, and modify as needed over time, the process whereby a person can apply for membership, and then be accepted and assigned to either Membership Group according to whatever criteria the Board may determine; such as a duration for membership, a requirement of a fee payment for a Voting Membership, or any other conditions decided on by the Board.
2A.5 The Membership Policies and Procedures will include the defining of key ethical or behavioural expectations of all Members; with a mechanism being provided for all new or re-establishing Members to be informed of these expectations, and to then agree to conform to them. Such agreement may be formal, and in a format that will require a Member signature; and such agreement may be a pre-requisite to becoming a Member.
2A.6 The Board will provide that each Member receives timely formal confirmation of new or ongoing Membership; such confirmation to indicate the beginning of and, if relevant, the time frame for that Membership.
2A.7 The Board will develop, maintain, and modify as needed a process for assigning, following, and updating the Group Status of all Members. The Board will use this process further, to inform individual Members of their status. This informing may be for new members, or if there is a change in a Member’s Group assignment, or if a Member requests the information, or in the providing of an Eligibility Voting List for Members’ Meetings, or for such other purposes as the Board requires.
2A.8 Memberships may be terminated for three (3) reasons:
(i) Routinely, if the Member dies.
(ii) Routinely, if the Member requests their termination.
(iii) The Board will develop and maintain a Policy & Procedure that allows for the termination of a Membership if an individual has been out of contact with the Church and can not be contacted for a significant, defined period of time. Such Policy & Procedure will include that such a termination will require a Board-level decision, and a process for a due-diligence attempt on the Board’s part to contact the individual prior to termination.
2A.9 Disciplining a Member or Termination of a Membership for Cause:
(i) Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of a Membership for violating any provision of the articles or By-Laws.
(ii) The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the member before deciding regarding disciplinary action or termination of membership.
(iii) With respect to Disciplinary Actions for Cause, the Board Policies may include some guidelines for itself regarding fair and reasonable disciplinary options that might be considered or applied by the Board for various types of Cause.
2B. Members’ Meetings:
2B.1 Attendance: The only persons entitled to attend a meeting of the Members are the Voting and Non-Voting Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act, the articles, or the Bylaws to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
2B.2 Notice of a Members’ Meeting: Subject to the Act, not less than 10 and no more than 50 days written notice of any Annual or Special Members’ meeting shall be given to each Member, each Director, and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgement on the decision(s) to be taken, and must state the text of any special resolution to be submitted to the meeting.
2B.3 Chair of the Meeting:
The Board Chair shall be the chair of the Members’ Meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
2B.4 Participation in Members’ meeting:
(i) Voting Members are entitled to vote at any meeting of the members, and to put forward a Member’s proposal to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting;
(ii) All Members may attend a meeting of the members and may speak to any and all matters of business being discussed at the meeting; and
(iii) Non-members attending the meeting at the Chair’s invitation may only contribute or participate in the meeting as the Chair permits.
2B.5 Proxies: Every member entitled to vote at a meeting of the members may by means of a proxy may appoint a proxyholder or one or more alternate proxyholders as the member’s nominee to attend the meeting in respect of which the proxy is given and there comply with the directions of the member who appointed the person.
(i) A proxyholder or an alternate proxyholder has the same rights as the member who appointed him or her to speak at a meeting of the members in respect of any matter, and to vote at that meeting.
(ii) A proxyholder must be a Voting member of the corporation.
(iii) A proxyholder can hold the proxy for only one member, for any given member meeting.
(iv) A proxy must be in a signed, written form which specifies the exact member meeting it applies to. It is valid only at the meeting for which it is given or, if that meeting is adjourned, at the meeting that continues the adjourned meeting.
(v) The Directors may by resolution fix a time not exceeding 48 hours, excluding Saturdays and holidays, before any meeting or continuance of an adjourned meeting of the members; before which time proxies to be used at that meeting must be deposited with the corporation or an agent of the corporation; and any period of time so fixed must be specified in the notice calling for the meeting.
2B.6 Quorum in the Meeting: A quorum for the transaction of business at a Members’ meeting is a majority of the Members entitled to vote at the meeting, whether present in person or by proxy (ONCA Section 64(1)). If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
2B.7 Voting of Members:
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:
(i) each Member shall be entitled to one vote at any meeting;
(ii) votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
(iii) an abstention shall not be considered a vote cast;
(iv) before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
(v) if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
(vi) whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
2B.8 Adjournments:
The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
2B.9 The Annual General Meeting (AGM): The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the Annual Meeting shall include:
(i) Receipt of the agenda;
(ii) Receipt of the minutes of the previous annual and subsequent special meetings;
(iii) Consideration of the financial statements;
(iv) Report of the auditor or person who has been appointed to conduct a review engagement;
(v) Reappointment or new appointment of the auditor or a person to conduct a review engagement;
(vi) Election of Directors; and
(vii) Such other or special business as may be set out in the Notice of Meeting.
No other item of business shall be included on the agenda for the annual meeting unless a Member’s proposal has been given to the Secretary prior to the giving of Notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the Notice of the Annual Meeting.
2B. Special Members’ Meetings Requisitioned by Members: The Directors may call such a Special Meeting of the Members, on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.