ARTICLE 1
NAME AND INSIGNIA
The name of the Branch is: Canadian Hard of Hearing Association – Sudbury Branch.
The Branch is also known by its abbreviated name: CHHA – Sudbury.
In these bylaws, the Branch will be referred to as “this Branch”.
ARTICLE 2
JURISDICTION
This Branch will operate in: Sudbury, Ontario.
This Branch is a Branch of the national CHHA/AMEC organization. It will be self-governing as specified by these Bylaws. This Branch will operate at all times within the requirements specified by the national Bylaws and Board of Directors of the national organization.
ARTICLE 3
DEFINITION OF HARD OF HEARING PERSONS
In all matters relating to the Canadian Hard of Hearing Association/L’Association Malentendants Canadiens (CHHA/AMEC) and this Branch, a hard of hearing person shall be deemed to mean a person who has a hearing loss and whose usual means of communication is by the spoken language. CHHA/AMEC and this Branch recognizes that this definition includes a broad spectrum of hearing loss, including those who are late-deafened and those deaf in childhood and educated orally.
ARTICLE 4
OBJECTIVES
The objectives of this Branch are:
4.1 To be the vehicle for articulation of concerns and co-ordination for members’ activities on behalf of and in the service of hard of hearing consumers in its area of jurisdiction.
4.2 To foster development of social, educational, technical and employment environments which would enable hard of hearing to achieve their potential.
4.3 To encourage the hard of hearing to take individual and collective responsibility for their growth and development.
4.4 To support the exploration of the capabilities and the problems of the hard of hearing, and to foster the study of solutions to these problems.
4.5 To promote the development of and the accessibility to technical aids and to other services and facilities for the hard of hearing.
4.6 To promote the education of the general public, social institutions, professionals and the hard of hearing themselves about hearing-related problems and the available solutions.
4.7 To pursue the aims of CHHA/AMEC in this area of jurisdiction.
ARTICLE 5
MEMBERSHIP
Membership rules are the same as those of the national organization, namely:
5.1 Membership Categories
5.1.a. Regular Members
Such member shall be any person who supports the objectives of CHHA/AMEC.
A Regular Member must be a Canadian citizen or a landed immigrant.
5.1.b. Honorary Member
Such member shall be a person recognized and so designated by the Board of Directors. Such designation will explicitly describe the reasons why this honour is given and specify the term or special conditions attached to each Honorary Membership. Such a member will have no voting privileges.
5.1.c. Organization Member
Such membership is available to any organization (excluding hard of hearing, consumer organizations) interested in the objectives of CHHA/AMEC and this Branch.
5.2 Voting
Only Regular Members are allowed to vote in elections and at the General Membership Meetings of this Branch and their Chapter (where one exists) and the National CHHA/AMEC.
5.3 Members’ Rights
All members are entitled to attend General and Special Membership Meetings of this Branch, the Chapter and CHHA/AMEC and to receive periodicals or information published by CHHA/AMEC, to be on the mailing list of CHHA/AMEC, and to all other rights that shall be provided for in these Bylaws.
ARTICLE 6
MEETINGS
6.1 The Annual General Membership Meeting of this Branch will be held every year.
6.2 Special General Membership Meetings of this Branch:
6.2.a. may be called by the President;
6.2.b. shall be called by the President at the request of no less than two-thirds of the Board of Directors;
6.2.c. shall be called by the President at the request of 10 members or 10 percent of the membership, whichever is smaller.
6.3 Meetings of the Board of Directors:
6.3.a. may be called by the President;
6.3.b. shall be called by the President at the request of 3 members of the Board;
6.3.c. Board of Directors shall meet at least twice a year, as agreed to by a majority of
the Board.
6.4 Notice for the Annual General Membership Meeting and Special General Membership Meeting of this Branch shall be given no less than 21 (twenty-one) days prior to the scheduled date of such meeting.
6.5 Notice for a meeting of the Board of Directors shall be given no less than 7 (seven) days prior to the scheduled date of such meeting. Notice may be issued by telephone, in writing, in person, or electronically as per guidelines.
ARTICLE 7
GOVERNANCE
7.1 Board of Directors
7.1.a. The Board of Directors (herein the “Board of Directors” or the “Board”) shall be the governing body of CHHA-Sudbury and have the right to exercise all powers it deems necessary for the good governance of this Branch.
7.1.b. The Executive Director, or if there is no Executive Director, the designate appointed by the Board of Directors, shall be responsible for the operations of CHHA-Sudbury and shall make all decisions, including those required to implement the policies and strategic directions set out by the Board, as well as all decisions in respect of all personnel.
7.1.c. The Board shall establish and enhance the policies and strategic directions of CHHA-Sudbury and shall act in accordance with any instructions given by the membership by motions duly adopted at the Annual and Special General Meetings.
7.1.d. The Board of Directors shall include a total of four (4) Officers, namely the President, Vice-President, Secretary and Treasurer. The President and Vice-President must be hard of hearing.
7.1.e. The Board shall be composed of Directors elected or appointed according to the procedure set out in Article 8 of these bylaws, in addition to the President. The Board shall consist of a maximum of six (6) board members including the Officers.
7.2 Standing and Ad Hoc Committees
7.2.a. The Board of Directors may establish such standing or ad hoc committees as it deems advisable. Chairpersons and members of committees will be appointed by the Board of Directors, but this authority may be delegated to the President.
7.2.b. Any Regular member of this Branch may be eligible to serve as a member or Chairperson of any committee.
7.2.c. There shall be a Nominating committee consisting of at least two Regular Members. This Committee will issue Calls for Nominations as determined by these Bylaws and receive nominations from the membership for all elective offices and positions in this Branch.
7.3 Executive Director
7.3.a. The Executive Director shall be responsible for the CHHA-Sudbury Office, the day-to-day operations, and the financial and fiscal systems of the Branch. The Executive Director will report directly to the Board of Directors, and he/she is bound to carry out the instructions of the board in respect to governance and procedures, policy and strategic directives, to the best of his/her ability. The Executive Director will participate ex officio in all meetings of the Board of Directors but he/she will have no vote. He/She will be deemed to be an employee of CHHA-Sudbury whether or not he/she receives remuneration for his or her services.
7.3.b. The Executive Director may establish Working Committees as he/she deems advisable to provide practical support for the policies and strategic directions set by the Board and/or to provide support to CHHA-Sudbury programs, projects, initiative and events. The Executive Director appoints the Chairperson. The Chairperson of such working committees shall report directly to the Executive Director.
ARTICLE 8
ELECTIONS OF THE BOARD OF DIRECTORS
8.1 Calls for nominations shall be announced to the membership at least 60 days prior to the Annual General meeting.
8.2 Nominations must be submitted in writing to the Chairperson of the Nominating Committee and hand delivered or postmarked at least seven days prior to the date of the Annual General Meeting of this Branch when nominations will be considered to be closed. Such nominations shall bear the signatures of the nominator and that of the
candidate, and must indicate which position the candidate wishes to fill. Both candidates and their nominators must be Regular Members.
By signing the nomination paper the candidate expressly indicates willingness to serve in the indicated position, to participate in meetings, and to promote the aims of this Branch in an active manner.
ALTERNATIVELY, members may vote that nominations can remain open until closed at the Annual General Meeting, immediately prior to the election.
8.3 The members of the Board of Directors will be elected by the voting members of this Branch for a one-year term and may serve unlimited terms. The term of office of the Board of Directors shall start at the Annual General meeting of this Branch.
8.4 Every Regular Member has the right to vote.
8.5 The office of an Officer of the Branch shall be automatically vacated:
8.5.a. if an Officer resigns one’s office by delivering a written resignation to the President or Secretary of the Board of Directors;
8.5.b. if one is found to be mentally incompetent or has become of unsound mind;
8.5.c. if at a general meeting of members a resolution is passed by two thirds of the members voting that one be removed from office;
8.5.d. on death;
Any vacancy may be filled by a majority vote of the Board of Directors of this Branch. Such appointment shall be effective until the next regular election of members to the Board.
ARTICLE 9
DUTIES OF OFFICERS
9.1 The President and Chair of the Board shall be a director. The President shall, when present, preside at all meetings of the Board of Directors and of the members. The President shall be the chief executive officer of the CHHA-Sudbury and shall be responsible for implementing the strategic plans and policies of the Branch. The President shall, subject to the authority of the board, have general supervision of the affairs of the Branch. The President shall have other duties and powers as the board may specify.
9.2 The Vice-President and Vice-Chair of the Board, if appointed, shall be a director. If the President is absent or is unable or refuses to act, the Vice-President, if any, shall, when present, preside at all meetings of the Board of Directors and of the members. The Vice-Chair shall have such other duties and powers as the board may specify.
9.3 The Secretary, if appointed, shall attend and be the Secretary of all meetings of the Board, members and committees of the board. The Secretary shall enter or cause to be entered in the Branch minute book, minutes of all proceedings at such meetings; the Secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Branch.
9.4 The Treasurer, if appointed, shall have such powers and duties as the Board may specify.
9.5 The Executive Director shall have the custody of the funds and securities of CHHA-Sudbury and shall maintain accurate accounts of receipts and disbursements in books belonging to CHHA-Sudbury and shall deposit all monies and other valuable effects in the name and to the credit of CHHA-Sudbury. He/She shall disburse and otherwise manage the funds of CHHA-Sudbury in accordance with the budget approved by the Board of Directors and in accordance with any other general directives set by the Board.
ARTICLE 10
INDEMNIFICATION OF DIRECTORS AND OFFICERS
All Directors and Officers and their heirs and administrators shall be indemnified against any and all authorized costs and expenses incurred by Directors and Officers while carrying out their duties.
ARTICLE 11
LIABILITY OF OFFICERS
No Officer of this Branch shall be liable for acts, defaults, costs or expenses of any other Officer, or of any employee, or for any loss or damage arising from bankruptcy or insolvency.
ARTICLE 12
CONDUCT OF BUSINESS
All meetings shall use Robert’s Rules of Order (current edition) in all cases to which they are applicable and to which they are not inconsistent with the Bylaws.
ARTICLE 13
QUORUM
13.1 A quorum at a General Branch Meeting shall be at least five members of this Branch entitled to vote and personally present.
13.2 A quorum at an Executive Committee Meeting shall include the President or Vice-president and a minimum of one other member of the Executive Committee.
ARTICLE 14
AMENDMENTS OF BYLAWS
14.1 Amendments of these Bylaws may be proposed by any members of the Board of Directors or any five Regular Members of this Branch by signed petition presented to the Board of Directors.
14.2 Amendments to any section or article of the Bylaws require a quorum at least two-thirds of the votes cast by Regular Members and by proxy, at any Annual or Special Meeting of this Branch.
14.3 Proposed amendments or additions to the bylaws shall be sent in writing to all dues-paying members at least seven days prior to the date of the General Membership Meeting of this Branch.
14.4 Proposed amendments require approval from the Board of Directors of CHHA-Sudbury before they can be instituted.
14.5 All matters necessary to the functioning of this Branch not provided for in the Bylaws will be determined by the majority votes cast by Regular Members at any Annual or Special General Meeting of this Branch.
ARTICLE 15
SIGNATURE AND CERTIFICATION OF DOCUMENTS
Contracts, documents, or any instruments in writing requiring the authorization of this Branch shall be signed by the President and at least one other Officer or the Executive Director as delegated by the President. All contracts, documents, and instruments in writing so signed shall be binding upon this Branch without any further authority or formality. The Board of Directors may recommend the appointment any other member of Board of Directors to sign specific documents and instruments in writing, when required.
ARTICLE 16
CARRYING OUT OF OPERATIONS
This Branch is to carry out its operation without pecuniary gain to its members and any profits or other accretions to this Branch are to be used in promoting its objectives.
ARTICLE 17
AUDITING
The auditor will be appointed, on the recommendation of the Treasurer of this Branch, by the membership at the Annual General Membership Meeting of this Branch. The appointment of an auditor is subject to yearly review. An audit of accounts is to be done annually and a written report presented to the Board of Directors. The Treasurer must present this report to the Annual General Membership Meeting of this Branch for approval.
ARTICLE 18
IN EVENT OF DISSOLUTION
It is especially provided that in the event of dissolution or winding up of this Branch all its remaining assets after payment of its liabilities shall be transferred to another Branch, Chapter, or the national Treasurer at the discretion of the membership. The membership agrees to ensure that the net balance at closing is not a deficit.
ARTICLE 19
REMUNERATION OF OFFICERS
The Officers of the Branch, as such, shall not receive any stated remuneration for their services, but, by resolution of the Board of Directors, expenses of their attendance at meetings held in accordance with the Bylaws, and any other costs and expenses incurred while carrying out their duties as an Officer of the Branch may be allowed if approved by the Board of Directors.
CERTIFICATION
Having complied with the requirements of the CHHA-Sudbury Branch Bylaws and other regulatory documents, these revised bylaws are approved for current use by the CHHA-Sudbury Board, as provided for in Article 15, of the approved bylaws on file and motion(s) carried at the CHHA-Sudbury Annual General Meeting of May 11, 2019, provided for in Article 14.