What do you think of our By-Laws?
We will be having a vote at our AGM to update our by-laws,
please take a look and contact us if you have any questions !
please take a look and contact us if you have any questions !
Literacy in Action
By-Laws
1.0 Name
The name of this organization is Literacy in Action (LIA) or Action Alpha.
2.0 Not-for-profit Organization
Literacy in Action is a volunteer-based, not-for-profit organization serving the Estrie Region of Québec’s Eastern Townships. The work of Literacy in Action is carried on without purpose of gain for its members. Any profits, revenues or other assets shall be used solely to promote and achieve the purposes of the organization. LIA is an autonomous community action group.
3.0 Mission
LIA is a volunteer-based, non-profit organization serving the Estrie Region of Québec’s Eastern Townships. Its mission is to offer English speaking learning opportunities by hosting literacy-related activities, training tutors and parents, and providing resources and a network that encourages inter-professional collaboration to foster a community of learners.
4.0 Objectives
4.1 Maintain effective services that respond to the English literacy needs of the region.
4.2 Provide instruction deemed necessary to acquire basic literacy skills.
4.3 Support volunteers and learners through the learning process.
4.4 Promote awareness of the need, importance, and issues relating to literacy and engage community support.
4.5 Raise funds and apply for grants to support the ongoing operation of the organization.
5.0 Head Office
The head office of Literacy in Action is in the Borough of Lennoxville, Municipality of Sherbrooke, Québec, or at any suitable place determined by the Board of Directors.
6.0 Fiscal Year
The fiscal year of Literacy in Action is May 1st to April 30th.
7.0 Membership
7.1 Members of Literacy in Action are individuals who are
a. Learners
b. Volunteers who are tutors or support the mission in other ways. (The Board of Directors are also volunteers).
c. Staff of Literacy in Action; the staff are not eligible to be board members, nor can they vote in the election of board members.
7.2 Each member (excluding the staff and Board of Directors) has one vote at any General Members’ Meeting.
7.3 Membership shall be updated annually.
7.4 There are no membership fees, although the Board may apply a membership fee if necessary.
8.0 Board of Directors
The purpose of the Board is to guide the affairs of Literacy in Action through setting policy and over-all direction and to acting in the best interest of the organization.
8.1 Only members of Literacy in Action are eligible to be a Board member.
8.2 The Board consists of five or more members. Each shall have one vote.
8.3 The Board may include students and tutors.
8.4 All Board members act independently of the public sector. No member of the Board shall formally represent the public sector or a funding agency.
8.5 Members of the Board are elected by the members of Literacy in Action at the Annual General Meeting for a two-year term, which is renewable.
8.6 The Board shall elect from its members a President, a Treasurer and a Secretary.
8.7 The newly elected Board takes office at the close of the Annual General Meeting.
8.8 Board members are expected to attend all Board meetings. If unable to attend, the Board member shall notify the President or Secretary.
8.9 The Board may replace, until the following Annual General Meeting, Board members unable to complete their responsibilities.
8.10 A Board member may lose his or her position on the Board if absent from three consecutive meetings.
8.11 Individuals may be invited to attend Board meetings as consultants to advise the Board on specific projects. They will have no vote.
8.12 Board members will not be paid for their services as Board members. The Board may resolve to reimburse its members for expenses incurred while fulfilling Board functions.
8.13 A Board member may be contracted to perform a special service for Literacy in Action if the Board member acts in accordance with the “Conflict of Interest” By-law.
8.14 The Board shall carry liability insurance covering all Board members and the Executive Director of LIA for any act or omission.
9.0 Conflict of Interest
9.1 Board members are in a conflict of interest if they
a. can benefit personally from a decision made by the Board.
b. have an interest conflicting with a Board decision.
9.2 If a Board member is in a possible conflict of interest, the member shall
a. disclose to the Board the nature and extent of his or her interest.
b. refrain from influencing the Board’s decision on the issue.
c. provide relevant information if the Board so requests.
d. leave the meeting during discussion and voting on the issue.
10.0 Board Powers
10.1 The Board shall abide by the mission and objectives as stipulated in the By-Laws exercising prudence and diligence.
10.2 The Board shall create special committees as deemed necessary.
10.3 The Board shall take the necessary steps to enable Literacy in Action to accept, solicit or receive grants and donations for the purpose of reaching the objectives of the organization.
10.4 The Board shall see that all necessary books and records of Literacy in Action are regularly and properly kept.
11.0 Duties of Board Members
President
a. Chairs Board meetings, AGM and other meetings as required.
b. Ensures by-laws are followed and respected.
c. Represents and speaks on behalf of the organization.
Treasurer
a. Presents a financial report at each Board meeting.
b. Oversees the maintenance of all financial records.
c. Provides to members upon request access to the organization’s books and records.
d. Deposits and disperses funds, as required.
Secretary
a. Prepares the minutes of meetings and any other books and records as required.
b. Handles Board correspondence as required.
12.0 Board Meetings
12.1 Board Meetings are held regularly, at least four (4) times per year.
12.2 Board members shall be notified a minimum of four (4) days before the date of the meeting.
12.3 A quorum consists of a simple majority of the Board members and the Executive Director.
12.4 A motion approved by the Board by telephone poll, email or post is valid and has the same significance as a motion passed at a Board meeting.
12.5 A Special Board Meeting
a. may be called by the President or the Secretary when two Board members have requested a meeting in writing.
b. must be held within 30 days after receipt of the request for a meeting.
13.0 General Members’ Meetings
13.1 Annual General Meeting (AGM)
a. The Board will decide on a place, date and time for the AGM, which must take place annually within 150 days following the end of the fiscal year.
b. Written notice of the AGM shall be sent to members and published in the local newspaper at least fifteen (15) days prior to the date of meeting indicating the place, date and time.
c. A notice of motion for proposed amendments to the constitution and By-Laws shall be included with notification of the AGM and posted on the website of Literacy in Action during the 15 days prior to the date of the AGM.
d. AGM agenda shall include
1. Minutes from the previous AGM.
2. Annual report and financial report of the past fiscal year.
3. Election of Board members.
4. Appointment of an independent qualified accountant to conduct the annual financial review.
5. Motion ratifying previous year Board decisions.
e. Quorum shall be members present.
f. A motion is passed by a simple majority of members present.
g. If the vote is tied, the Chairperson casts the deciding vote.
13.2 Special Members Meeting
a. May be called at any time by a majority vote of the Board.
b. Shall be called within 21 days of receipt of a request by 20% of members. Requests shall provide the reason(s) for the meeting, provide a draft of all motions to be voted on and be submitted to the Secretary of the Board.
c. If the vote is tied, the Chairperson casts the deciding vote.
13.3 Notice of meetings
a. Literacy in Action shall send notices by telephone, letter, fax or email to the last known address of members.
b. Even if a member does not receive a meeting notice, motions or any other business conducted at the meeting will be valid.
c. Members are responsible for providing Literacy in Action with a current address, electronic or otherwise.
13.4 Rules of procedure at meetings
Unless otherwise agreed upon by the Board, meetings shall be conducted according to Robert’s Rules of Order.
14.0 Nominating Committee
A nominating committee shall be appointed by the Board and shall present at the AGM a slate of nominees for all elected positions on the incoming Board.
15.0 Finances
15.1 Three (3) Board members, including the Treasurer, shall be chosen as signing officers.
15.2 At least once a year an independent qualified accountant will conduct a financial review of Literacy in Action’s books, accounts and records.
15.3 In the event of the dissolution of Literacy in Action and after the settlement of all liabilities, and/or refund of grants, any remaining assets will be distributed to one or more registered charity.
16.0 Legal Responsibility and Indemnity
16.1 No Literacy in Action member is personally responsible for Literacy in Action’s debt or liability.
16.2 When Board members or others are authorized to act on behalf of Literacy in Action, and a legal or administrative action results in costs or expenses, Literacy in Action will not require Board members or other authorized persons to pay any penalties, liabilities, costs or expenses, if the authorized persons
a. Acted honestly and in good faith with a view to the best interests of Literacy in Action.
b. In cases involving criminal or administrative action enforced by a monetary penalty, have reasonable grounds to believe their conduct was lawful.
c. Immediately notified Literacy in Action of any action or proceeding.
d. Cooperated with Literacy in Action in its defense in a manner that was reasonable in the circumstances.
17.0 Amendments to the By-Laws
17.1 The Board may change the By-Laws at a Board meeting. The members at the Annual General Meeting must ratify changes to the By-Laws. If the change is not approved, it ceases to have effect as of the date it is rejected.
17.2 Approval by a minimum of a 2/3 majority (66%) of the members present is needed to pass the motion to ratify the By-Laws.
The name of this organization is Literacy in Action (LIA) or Action Alpha.
2.0 Not-for-profit Organization
Literacy in Action is a volunteer-based, not-for-profit organization serving the Estrie Region of Québec’s Eastern Townships. The work of Literacy in Action is carried on without purpose of gain for its members. Any profits, revenues or other assets shall be used solely to promote and achieve the purposes of the organization. LIA is an autonomous community action group.
3.0 Mission
LIA is a volunteer-based, non-profit organization serving the Estrie Region of Québec’s Eastern Townships. Its mission is to offer English speaking learning opportunities by hosting literacy-related activities, training tutors and parents, and providing resources and a network that encourages inter-professional collaboration to foster a community of learners.
4.0 Objectives
4.1 Maintain effective services that respond to the English literacy needs of the region.
4.2 Provide instruction deemed necessary to acquire basic literacy skills.
4.3 Support volunteers and learners through the learning process.
4.4 Promote awareness of the need, importance, and issues relating to literacy and engage community support.
4.5 Raise funds and apply for grants to support the ongoing operation of the organization.
5.0 Head Office
The head office of Literacy in Action is in the Borough of Lennoxville, Municipality of Sherbrooke, Québec, or at any suitable place determined by the Board of Directors.
6.0 Fiscal Year
The fiscal year of Literacy in Action is May 1st to April 30th.
7.0 Membership
7.1 Members of Literacy in Action are individuals who are
a. Learners
b. Volunteers who are tutors or support the mission in other ways. (The Board of Directors are also volunteers).
c. Staff of Literacy in Action; the staff are not eligible to be board members, nor can they vote in the election of board members.
7.2 Each member (excluding the staff and Board of Directors) has one vote at any General Members’ Meeting.
7.3 Membership shall be updated annually.
7.4 There are no membership fees, although the Board may apply a membership fee if necessary.
8.0 Board of Directors
The purpose of the Board is to guide the affairs of Literacy in Action through setting policy and over-all direction and to acting in the best interest of the organization.
8.1 Only members of Literacy in Action are eligible to be a Board member.
8.2 The Board consists of five or more members. Each shall have one vote.
8.3 The Board may include students and tutors.
8.4 All Board members act independently of the public sector. No member of the Board shall formally represent the public sector or a funding agency.
8.5 Members of the Board are elected by the members of Literacy in Action at the Annual General Meeting for a two-year term, which is renewable.
8.6 The Board shall elect from its members a President, a Treasurer and a Secretary.
8.7 The newly elected Board takes office at the close of the Annual General Meeting.
8.8 Board members are expected to attend all Board meetings. If unable to attend, the Board member shall notify the President or Secretary.
8.9 The Board may replace, until the following Annual General Meeting, Board members unable to complete their responsibilities.
8.10 A Board member may lose his or her position on the Board if absent from three consecutive meetings.
8.11 Individuals may be invited to attend Board meetings as consultants to advise the Board on specific projects. They will have no vote.
8.12 Board members will not be paid for their services as Board members. The Board may resolve to reimburse its members for expenses incurred while fulfilling Board functions.
8.13 A Board member may be contracted to perform a special service for Literacy in Action if the Board member acts in accordance with the “Conflict of Interest” By-law.
8.14 The Board shall carry liability insurance covering all Board members and the Executive Director of LIA for any act or omission.
9.0 Conflict of Interest
9.1 Board members are in a conflict of interest if they
a. can benefit personally from a decision made by the Board.
b. have an interest conflicting with a Board decision.
9.2 If a Board member is in a possible conflict of interest, the member shall
a. disclose to the Board the nature and extent of his or her interest.
b. refrain from influencing the Board’s decision on the issue.
c. provide relevant information if the Board so requests.
d. leave the meeting during discussion and voting on the issue.
10.0 Board Powers
10.1 The Board shall abide by the mission and objectives as stipulated in the By-Laws exercising prudence and diligence.
10.2 The Board shall create special committees as deemed necessary.
10.3 The Board shall take the necessary steps to enable Literacy in Action to accept, solicit or receive grants and donations for the purpose of reaching the objectives of the organization.
10.4 The Board shall see that all necessary books and records of Literacy in Action are regularly and properly kept.
11.0 Duties of Board Members
President
a. Chairs Board meetings, AGM and other meetings as required.
b. Ensures by-laws are followed and respected.
c. Represents and speaks on behalf of the organization.
Treasurer
a. Presents a financial report at each Board meeting.
b. Oversees the maintenance of all financial records.
c. Provides to members upon request access to the organization’s books and records.
d. Deposits and disperses funds, as required.
Secretary
a. Prepares the minutes of meetings and any other books and records as required.
b. Handles Board correspondence as required.
12.0 Board Meetings
12.1 Board Meetings are held regularly, at least four (4) times per year.
12.2 Board members shall be notified a minimum of four (4) days before the date of the meeting.
12.3 A quorum consists of a simple majority of the Board members and the Executive Director.
12.4 A motion approved by the Board by telephone poll, email or post is valid and has the same significance as a motion passed at a Board meeting.
12.5 A Special Board Meeting
a. may be called by the President or the Secretary when two Board members have requested a meeting in writing.
b. must be held within 30 days after receipt of the request for a meeting.
13.0 General Members’ Meetings
13.1 Annual General Meeting (AGM)
a. The Board will decide on a place, date and time for the AGM, which must take place annually within 150 days following the end of the fiscal year.
b. Written notice of the AGM shall be sent to members and published in the local newspaper at least fifteen (15) days prior to the date of meeting indicating the place, date and time.
c. A notice of motion for proposed amendments to the constitution and By-Laws shall be included with notification of the AGM and posted on the website of Literacy in Action during the 15 days prior to the date of the AGM.
d. AGM agenda shall include
1. Minutes from the previous AGM.
2. Annual report and financial report of the past fiscal year.
3. Election of Board members.
4. Appointment of an independent qualified accountant to conduct the annual financial review.
5. Motion ratifying previous year Board decisions.
e. Quorum shall be members present.
f. A motion is passed by a simple majority of members present.
g. If the vote is tied, the Chairperson casts the deciding vote.
13.2 Special Members Meeting
a. May be called at any time by a majority vote of the Board.
b. Shall be called within 21 days of receipt of a request by 20% of members. Requests shall provide the reason(s) for the meeting, provide a draft of all motions to be voted on and be submitted to the Secretary of the Board.
c. If the vote is tied, the Chairperson casts the deciding vote.
13.3 Notice of meetings
a. Literacy in Action shall send notices by telephone, letter, fax or email to the last known address of members.
b. Even if a member does not receive a meeting notice, motions or any other business conducted at the meeting will be valid.
c. Members are responsible for providing Literacy in Action with a current address, electronic or otherwise.
13.4 Rules of procedure at meetings
Unless otherwise agreed upon by the Board, meetings shall be conducted according to Robert’s Rules of Order.
14.0 Nominating Committee
A nominating committee shall be appointed by the Board and shall present at the AGM a slate of nominees for all elected positions on the incoming Board.
15.0 Finances
15.1 Three (3) Board members, including the Treasurer, shall be chosen as signing officers.
15.2 At least once a year an independent qualified accountant will conduct a financial review of Literacy in Action’s books, accounts and records.
15.3 In the event of the dissolution of Literacy in Action and after the settlement of all liabilities, and/or refund of grants, any remaining assets will be distributed to one or more registered charity.
16.0 Legal Responsibility and Indemnity
16.1 No Literacy in Action member is personally responsible for Literacy in Action’s debt or liability.
16.2 When Board members or others are authorized to act on behalf of Literacy in Action, and a legal or administrative action results in costs or expenses, Literacy in Action will not require Board members or other authorized persons to pay any penalties, liabilities, costs or expenses, if the authorized persons
a. Acted honestly and in good faith with a view to the best interests of Literacy in Action.
b. In cases involving criminal or administrative action enforced by a monetary penalty, have reasonable grounds to believe their conduct was lawful.
c. Immediately notified Literacy in Action of any action or proceeding.
d. Cooperated with Literacy in Action in its defense in a manner that was reasonable in the circumstances.
17.0 Amendments to the By-Laws
17.1 The Board may change the By-Laws at a Board meeting. The members at the Annual General Meeting must ratify changes to the By-Laws. If the change is not approved, it ceases to have effect as of the date it is rejected.
17.2 Approval by a minimum of a 2/3 majority (66%) of the members present is needed to pass the motion to ratify the By-Laws.