By-Laws (as of: May 14, 2011)
Section I — General Provisions
Article 1 — Corporate Name
Coalition Sida des Sourds du Québec
All mention of the word “Coalition” in this document shall henceforth refer to:
Coalition Sida des Sourds du Québec
Article 2 — Incorporation
Founded on April 30, 1992, the Coalition is a non-profit organization, as per Section 3 of the Quebec Companies Act (L.R.Q., c. C-38), incorporated by letters patent on July 2, 1992.
Article 3 — Acronym
The acronym of the Coalition is C.S.S.Q. or CSSQ.
Article 4 — Head Office
The Head Office of the Coalition is situated in the city of Montreal at a location designated by the Board of Directors.
Article 5 — Seal
The seal, in impression whereof is stamped in the margin hereof, has been adopted and recognized as the seal of the Coalition.
Article 6 — Territory
6.1 — The Coalition’s territory comprises the entire province of Quebec. The territory may be divided into as many regions as deemed necessary by the Board of Directors.
6.2 — Each region shall report to the Head Office.
Article 7 — Goals
The goals of the Coalition are:
7.1 — To obtain and update all available information on HIV/AIDS and STBBI;
7.2 — To sensitize all D/deaf people and/or associations of D/deaf people about the issues surrounding HIV/AIDS and STBBI, and to prevent and reduce the effects of HIV/AIDS and STBBI;
7.3 — To adapt verbal, visual, written and/or electronic information, and make it available it to all D/deaf people and/or associations of D/deaf people;
7.4 — To evaluate the needs and/or specific preoccupations of all D/deaf people who have HIV/AIDS and its aftereffects;
7.5 — To offer and/or facilitate access to medical, psychosocial and interpreting services, and to offer medical and moral support to all D/deaf people who have HIV/AIDS and its aftereffects;
7.6 — To speak to public, parapublic and private organizations on behalf of all D/deaf people and/or associations of D/deaf people regarding prevention of HIV/AIDS and STBBI;
7.7 — To defend and represent the interests of all D/deaf people who have HIV/AIDS, as well as those experiencing preliminary symptoms and aftereffects;
7.8 — To set up and operate one or more information network(s) in order to serve the interests of D/deaf people and/or associations of D/deaf people;
7.9 — To receive donations, legacies and contributions in cash, securities and real estate; to administer these donations, legacies and contributions; to organize fundraising campaigns in order to raise funds for charitable purposes;
7.10 — To provide proper training to D/deaf people and/or associations of D/deaf people in order to fulfill these goals;
7.11 — To represent the Coalition in dealings with provincial, national and/or international organizations.
Article 8 — Target Clientele
8.1 — The Coalition consists of persons and organizations.
8.2 — The terms person and organization are defined below:
Person: Any individual who is completely or partially deaf.
Organization: Any association and/or corporation related directly or indirectly to deafness, be it complete deafness or partial deafness, regardless of the activities of its members.
Section II — Membership
Article 9 — Categories of Membership
The Coalition shall have three categories of membership, namely: Individual Membership, Associate Membership, and Honorary Membership.
Article 10 — Individual Membership
10.1 — Any person interested in the goals and activities of the Coalition may become an Individual Member.
10.2 — Any person who belongs to one of the following categories shall be an Individual Member:
- Individual (including a person with HIV/AIDS);
- Student (with valid student ID).
Article 11 — Associate Membership
11.1 — Any organization (group, association, corporation, etc.) interested in the goals and activities of the Coalition may become an Associate Member.
11.2 — An Associate Member may delegate a representative to attend meetings of the Coalition’s members, by resolution of the Associate Member’s Board of Directors. A copy of this resolution must be forwarded to the Secretary of the Coalition.
11.3 — Representatives shall have all the rights and privileges of Individual Members and shall be considered as such. They may therefore be eligible to become members of the Board of Directors of the Coalition, and shall have the right to vote and participate in meetings of members. If elected, they shall sit on the Board as Individual Members.
Article 12 — Honorary Membership
12.1 — The Board of Directors may, by resolution, confer the status of Honorary Membership of the Coalition to any person or persons who have provided exceptional services to the Coalition by their actions or their goals, or who have demonstrated support of the Coalition’s goals.
12.2 — Honorary Members may participate in Coalition activities and attend meetings of members, but unlike full members, they shall not have voting rights at meetings and they shall not be eligible to join the Coalition’s Board of Directors.
Article 13 — Rights and Obligations of Members
13.1 — Members shall have the right:
- To participate in all Coalition activities;
- To be made aware of Coalition activities;
- To receive notices of meetings of members;
- To attend meetings of members;
- To participate in meetings of members, with speaking and voting rights;
- To be nominated to join the Board of Directors.
13.2 — Members must:
- Respect the Coalition By-Laws;
- Pay annual membership fees.
Article 14 — Membership
14.1 — Any person or organization wishing to become an Individual or Associate Member must complete a membership form and forward it to the Secretary of the Coalition.
14.2 — Membership fees shall cover a period of one year.
Article 15 — Annual Fees
15.1 — Annual membership fees and methods of payment shall be set by a resolution of the Board of Directors. This resolution must be approved at a meeting of members.
15.2 — Annual membership fees must be paid by the date specified on the invoice sent by the Coalition.
15.3 — Deaf or Hard of hearing Individual Members who have HIV/AIDS shall not be obligated to pay membership fees. Honorary Members shall also be exempted from paying membership fees.
Article 16 — Membership Cards
16.1 — Upon payment of fees, each member shall receive a card signed by the President and the Secretary.
16.2 — Honorary Members and Deaf or Hard of hearing members who have HIV/AIDS shall receive a membership card indicating that they are Individual Members.
Article 17 — Suspension and Expulsion
17.1 — The Board of Directors may decide to suspend or expel any member who violates a provision or a By-Law of the Coalition or whose conduct or actions are deemed harmful to the Coalition. The duration of the suspension shall be determined by the Board of Directors.
17.2 — Before suspension or expulsion, the Board of Directors shall send the member a notice outlining the reasons for the suspension or expulsion, and offer the member the right to be heard within thirty days following the notification. The Board of Directors shall advise the member as to when his case will be examined.
Article 18 — Cancellation of Membership
18.1 — Members may cancel their membership by forwarding a written notice to the Secretary of the Coalition. The cancellation shall take effect on the date stated in the written notice.
18.2 — The Coalition shall not reimburse membership fees to members who have cancelled their membership.
Section III — Meetings of Members
Article 19 — Annual General Meeting (AGM)
An Annual General Meeting (AGM) shall be held every year within 90 days of the end of the fiscal year. The Board of Directors shall set the date, time and location of the meeting.
Article 20 — Special Meeting
Under exceptional circumstances, the President, the Board of Directors or at least five (5) Individual Members may request a Special Meeting. The Secretary must then convene a Special Meeting, and give members 10 days’ notice of said meeting. The Board of Directors must draft a resolution, while the group of at least five (5) Individual Members produce a written request signed by at least the five (5) aforementioned members. A notice must be sent out, stating the date, time, location and purpose of this meeting.
Article 21 — Notice of Meeting and Agenda
A notice of a meeting and an agenda must be sent to all members by post or by email at least thirty days before the Annual General Meeting. The notice shall state the date, time and location of the meeting.
Article 22 — Quorum
A minimum of 10 Individual Members must be present to constitute a quorum.
Article 23 — Voting
23.1 — Active members in good standing shall have the right to vote at all meetings of members. Proxy voting shall not be permitted. In the event of a tie, the Chairperson shall cast the deciding vote.
23.2 — Voting shall be carried out by a show of hands, unless a minimum of three members at the meeting request a secret ballot.
23.3 — In case of a secret ballot, the Chairperson shall name two people among the active members in good standing to act as scrutineers; the scrutineers shall hand out and collect the ballots, compile the results and report back to the Chairperson.
23.4 — All proposals submitted at a meeting of members shall be adopted by a majority vote (fifty percent plus one).
Article 24 — Powers of the Annual General Meeting (AGM)
The Annual General Meeting is self-governing, and holds the following powers:
- Approving the minutes of the previous year’s AGM;
- Receiving the President’s Report, including the Coalition’s Annual Report and Report of Activities;
- Adopting the Financial Reports and the Auditor’s Report;
- Appointing an Auditor for the upcoming fiscal year;
- Electing Members to the Board of Directors;
- Approving motions to amend or rescind By-Laws;
- Approving annual membership fees;
- Studying and approving motions, if applicable.
Section IV — Board of Directors
Article 25 — Composition
25.1 — The Board of Directors of the Coalition shall be composed of seven members, including:
- At least one Deaf or Hard of hearing person with HIV/AIDS;
- At least one multiplying agent.
25.2 — The Executive Director shall attend Board meetings. The Executive Director shall be granted speaking rights but shall not have voting rights.
Article 26 — Eligibility
26.1 — Active members in good standing shall have the right to vote and may be elected to the Board of Directors.
26.2 — The designated representative of an Associate Member may be elected to the Board of Directors.
Article 27 — Elections
27.1 — Elections for the Board of Directors shall be held once a year during the Annual General Meeting.
27.2 — Half of the Members of the Board shall be elected on even-numbered years, and the other half shall be elected on uneven-numbered years.
Article 28 — Term of Office of Directors
Board Members begin their term of office at the close of the Annual General Meeting at which they have been elected. The term of office of Board Members shall be twenty-four months, unless they are removed in the interim.
Article 29 — Frequency of Meetings
Meetings of Board of Directors shall be held as often as the Board deems necessary, with a minimum of one meeting every three months.
Article 30 –Notice of Meeting
30.1 — Meetings of the Board of Directors shall be convened by the Secretary, following a request by the President, or following a written request by a majority of Board Members. Meetings shall be held at a location selected by the President.
30.2 — All notices of Board Meetings shall be sent in writing by post or by email. At least seven days’ notice shall be given for a Board Meeting; however, in case of emergency, a meeting may be convened with forty-eight hours’ notice.
30.3 — If all Board members are present at the same time and at the same location, and if they pass a resolution to hold a meeting at that time, the meeting shall constitute a Board Meeting, and shall not require prior notice.
Article 31 — Quorum
A majority (fifty percent plus one) of Board Members present at any Board Meeting is necessary to constitute a quorum. Decisions shall be made on the basis of the majority of the attending and voting Board Members, with each Board Member allowed one vote. However, in case of a tie, the Chairperson shall cast the deciding vote.
Article 32 — Powers and Duties of the Board of Directors
32.1 — The Board of Directors shall be responsible for the proper functioning of the Coalition, and shall ensure that its goals and guiding principles are carried out.
32.2 — The Board of Directors shall be responsible for managing the financial assets and investing the funds of the Coalition. The Board may delegate a portion of its powers to the Executive Committee.
32.3 — The Board of Directors shall have the power to modify, override or cancel a decision of an administrator who has exceeded the powers conferred upon him.
32.4 — The Board of Directors shall set up working committees as deemed necessary. The Board shall determine the mandate and appoint heads of these committees. The Board shall have the power to disband any or all committees. The Board shall not be obliged to follow the committees’ recommendations. Committees shall not have decision-making powers.
32.5 — The Board of Directors shall be responsible for hiring, firing, evaluating and determining working conditions of all paid staff.
32.6 — The Board of Directors shall comply with all of the Coalition’s policies, By-Laws and procedures.
Article 33 — Remuneration
Members of the Board of Directors shall not be remunerated; however, they shall have the right to be compensated for necessary expenditures incurred in the performance of their duties, in compliance with the current policy in effect.
Article 34 — Vacancy
34.1 — A vacancy may arise during the year on the Board due to:
- The death or illness of a Board Member;
- A written resignation by a Board Member;
- The expulsion of a Board Member;
- Three absences during the year without valid cause;
- The departure of a Board Member to take a paid position at the Coalition.
34.2 — A member of the Board of Directors may tender his resignation from the Board by sending a written notice to this effect to the President of the Coalition. This notice should be sent within 14 days preceding the next meeting of the Board of Directors, and the resignation shall take effect at the end of that meeting.
34.3 — In case of a vacancy, Board Members may perform their duties on the condition that there is a quorum. If there is no quorum, the Board of Directors may appoint one or several Individual Members to fill vacant seats. These appointed Members shall remain on the Board until the following Annual General Meeting.
Section V — Members of the Executive
Article 35 — Composition
35.1 — The Executive Committee shall be composed of four Officers, namely: the President, Vice-President, Secretary and Treasurer.
35.2 — The Executive Director of the Coalition shall participate in meetings of the Executive Committee, and shall be granted speaking rights but not voting rights.
Article 36 — Eligibility
All Board Members shall be eligible to sit on the Executive Committee.
Article 37 — Nomination of Officers
At the close of the Annual General Meeting, the Board of Directors shall appoint four members to sit as Officers.
Article 38 — Term of Office of Officers
The term of office of Officers of the Executive Committee shall be twelve months, unless they leave or are dismissed in the interim.
Article 39 — Frequency of Meetings
Meetings of the Executive shall be held as often as are deemed necessary, with a minimum of one meeting every six months.
Article 40 — Notice of Meeting
Provisions of Article 30 apply to the Executive Committee.
Article 41 — Quorum
Three Officers shall constitute a quorum.
Article 42 — Powers and Duties of the Executive Committee
42.1 — The Executive Committee shall be responsible for the administration of the day-to-day affairs of the Coalition, in accordance with the mandates and directives received from the Board of Directors.
42.2 — The Executive Committee shall report on its activities at each Board Meeting; the Board may then overturn or amend decisions taken, on the condition that third party rights are not affected.
Article 43 — Vacancy
In case of a vacancy, the Executive Committee shall appoint one or more Board member(s) to fill the vacant seat(s) on the Executive Committee, which must consist of four Officers. These appointed members shall only remain on the Executive Committee until the following Annual General Meeting.
Section VI — Officers
Article 44 — President
44.1 — Only a Deaf or Hard of hearing person may be named President.
44.2 — The President shall chair the Annual General Meeting and all meetings of the Executive Committee.
44.3 — The President shall be an ex-officio member of all the Coalition’s working committees.
44.4 — The President shall be the official representative of the Coalition.
Article 45 — Vice-President
45.1 — Only a Deaf or Hard of hearing person may be named Vice-President.
45.2 — The Vice-President shall replace the President in the event of absence or resignation, at which point he shall carry out all the duties and responsibilities of the President until the next Annual General Meeting.
45.3 — The Vice-President shall perform all the duties under his responsibility, and any other tasks entrusted to him by the Board of Directors.
Article 46 — Secretary
46.1 — The Secretary shall perform all secretarial duties.
46.2 — The Secretary shall convene the Annual General Meeting, Board meetings and Executive Committee meetings.
46.3 — The Secretary shall take and maintain minutes of all meetings.
46.4 — The Secretary shall be responsible for registers and lists of members.
46.5 — The Secretary shall perform all duties under his responsibility, and any other tasks entrusted to him by the Board of Directors.
Article 47 — Treasurer
47.1 — Only a Deaf or Hard of hearing person may be named Treasurer.
47.2 — The Treasurer shall maintain the financial records of the Coalition.
47.3 — The Treasurer shall maintain all bank accounts.
47.4 — The Treasurer shall submit all accounting records to the Auditor for verification, and shall prepare the Financial Report for the Annual General Meeting.
47.5 — The Treasurer shall issue receipts on behalf of the Coalition.
47.6 — The Treasurer shall perform all duties under his responsibility, and any other tasks entrusted to him by the Board of Directors.
Section VII — Finances
Article 48 — Fiscal Year
The fiscal year of the Coalition begins on April 1 and ends on March 31 of the following year.
Article 49 — Bank Accounts
The Coalition must have at least one bank account at a recognized financial institution approved by resolution by the Board of Directors.
Article 50 — Accounting Records
50.1 — The Treasurer of the Coalition shall keep one or more accounting record(s) in which all funds received and disbursed by the Coalition are recorded, as mandated by the Board of Directors.
50.2 — All members of the Coalition shall have the right to consult the accounting record(s).
Article 51 — Audit
The accounting and financial records of the Coalition shall be audited at the end of each fiscal year by a professional Auditor appointed at the Annual General Meeting.
Article 52 — Bank Documents
All cheques, bank notes and other negotiable instruments shall be signed by at least two of the following:
- The Executive Director;
- The President;
- The Treasurer.
Article 53 — Contracts
Contracts and other documents requiring a signature shall be approved in advance by the Board of Directors and, based on this approval, shall be signed by the President or any other person mandated by the Board of Directors.
Section VIII — Modification and Dissolution
Article 54 — Modification to the By-Laws
54.1 — Provisions of these By-Laws may be amended or repealed at an Annual General Meeting or a Special Meeting of Members.
54.2 — Rules for convening a meeting, establishing a quorum and voting shall be the same as for all General meetings of members.
54.3 — Members must be notified in writing about this meeting, in accordance with Article 21; the text of the proposed amendment(s) or repeal(s) shall appear in the Notice.
54.4 — In order to be adopted, each amendment or repeal shall require the approval of two-thirds of active members in good standing, at a meeting at which a quorum is present.
Article 55 — History of Amendments
The By-Laws were adopted on June 4, 1992, and amended on November 6, 2004, September 16, 2006, May 31, 2008, May 30, 2009 and May 14, 2011.
Article 56 — Dissolution
In the event of dissolution or cessation of Coalition activities, after having discharged all debts, the Coalition’s remaining assets shall be transferred to a non-profit organization with similar goals, pursuing its activities in the same territory as the Coalition.