Made by the AGM June 17, 2006; Ministerial approval effective July 18, 2006

Transcription

1 GENERAL BY-LAWS OF THE CANADIAN RED CROSS SOCIETY (the "Society") Made by the AGM June 17, 2006; Ministerial approval effective July 18, 2006 PREAMBLE WHEREAS The Canadian Red Cross Society (the "Society") is a lawful corporation with perpetual succession, whose constitution is based on the Geneva Conventions of 1949 and Additional Protocols, to which Canada is a party, the Geneva Conventions Act R.S., 1985, c. G-3, The Canadian Red Cross Society Act, S.C. 1909, c.68, the Canada Corporations Act R.S., 1970, c. C-32, resolutions of the International Conference of the Red Cross and Red Crescent, resolutions of the Council of Delegates and General Assembly of the International Federation of the Red Cross and Red Crescent and the Statutes of the Red Cross and Red Crescent Movement; AND WHEREAS the Society is officially recognized by the Government of Canada in The Canadian Red Cross Society Act and the Geneva Conventions Act as a voluntary aid society, auxiliary to the public authorities in the humanitarian field, in accordance with the Geneva Conventions, as the only national Red Cross society that may carry out activities on the territory of Canada; AND WHEREAS the Society became a member of the International Federation of Red Cross and Red Crescent Societies in 1919 and in 1927 was recognized by the International Committee of the Red Cross (ICRC) as part of the International Red Cross and Red Crescent Movement; AND WHEREAS the Society has continued to fulfil the conditions for recognition and other requirements prescribed in the Statutes of the Movement, as well as obligations prescribed in the Constitution of the International Federation of Red Cross and Red Crescent Societies; AND WHEREAS the Society is guided in its work by the principles of international humanitarian law and by the following Fundamental Principles of the Red Cross and Red Crescent Movement: Humanity: The International Red Cross and Red Crescent Movement, born of a desire to bring assistance without discrimination to the wounded on the battlefield, endeavours, in its international and national capacity, to prevent and alleviate human suffering wherever it may be found. Its purpose is to protect life and health and to ensure respect for the human

2 2 being. It promotes mutual understanding, friendship, co-operation and lasting peace amongst all peoples. Impartiality: The Movement makes no discrimination as to nationality, race, religious beliefs, class, or political opinions. It endeavours to relieve the suffering of individuals, being guided solely by their needs, and to give priority to the most urgent cases of distress. Neutrality: In order to continue to enjoy the confidence of all, the Movement may not take sides in hostilities or engage at any time in controversies of a political, racial, religious or ideological nature. Independence: The Movement is independent. The National Societies, while auxiliaries in the humanitarian services of their governments and subject to the laws of their respective countries, must always maintain their autonomy so that they may be able at all time to act in accordance with the principles of the Movement. Voluntary Service: It is a voluntary relief Movement not prompted in any manner by desire for gain. Unity: There can only be one Red Cross or one Red Crescent Society in any one country. It must be open to all. It must carry on its humanitarian work throughout its territory. Universality: The International Red Cross and Red Crescent Movement, in which all Societies have equal status and share equal responsibilities and duties in helping each other, is worldwide; AND WHEREAS all members, officers, honorary officers, staff and volunteers are committed to upholding those Fundamental Principles; AND WHEREAS the Society maintains an autonomy that allows it to act at all times in accordance with those Fundamental Principles, and is respected by public authorities as being autonomous; NOW THEREFORE THESE GENERAL BY-LAWS comprise the primary internal statutes under which the Society organizes and governs itself in carrying out its objects in Canada and internationally, in conformity with the laws of Canada and those governing the International Red Cross and Red Crescent

3 Movement. 3 HEAD OFFICE AND CORPORATE SEAL 1.01 HEAD OFFICE. The head office of the Society (the national office ) is in the city of Ottawa, in the province of Ontario CORPORATE SEAL. The seal which is impressed below is adopted as the corporate seal of the Society. The seal shall be kept in the custody of the Secretary General at the national office of the Society and may be affixed to instruments in writing by any one of those persons hereinafter authorized in section to execute instruments on behalf of the Society. EMBLEM 2.01 EMBLEM. The Society s emblem is the heraldic sign of the red cross on a white background. The use of this emblem is restricted to the Society by the Trade-marks Act, R.S. 1985, c. T-13, the Geneva Conventions Act, The Canadian Red Cross Society Act and the 1991 Regulations on the Use of the Emblem, adopted at the International Conference, whose provisions are binding on the Society. MEMBERSHIP 3.01 MEMBERS. The members of the Society are those volunteers and other persons who, through a process of application for membership, formally agree to uphold the Fundamental Principles of the Red Cross and Red Crescent Movement, to support the conditions of membership as required under the Society s by-laws, and to promote the Society s mission. Membership is open to all and shall not be withheld on grounds of race, colour, national or ethnic origin, language, age, sex, sexual preference, disability, physical characteristics, philosophy, religion or political opinions DUTIES OF MEMBERS

4 Members have the duty 4 (a) to uphold the Fundamental Principles of the International Red Cross and Red Crescent Movement; (b) to promote and support the work of the Society; and (c) to abide by the Society s by-laws, policies and practices RIGHTS OF MEMBERS Members have the right to attend and speak at general meetings within the Society s governance structure, to present proposals and raise issues with authority in the Society, and, as permitted by these by-laws and subject to specified restrictions, (a) to vote at the branch or regional level of governance within a zone, as provided for in these by-laws or in zone practices; (b) to stand for election or appointment to governing bodies of the Society RESTRICTIONS ON MEMBERS RECEIVING REMUNERATION. Members of the Society (a) who have been paid by or on behalf of the Society for services rendered or who have received any remuneration whatsoever other than reasonable out-of-pocket expenses as provided in section herein, are not entitled to vote or to stand for election or appointment to any governing body or as a National Officer, for a period of twelve months following receipt of that remuneration; (b) must have attained the age of majority in order to stand for election or appointment as a National Member, National Officer or zone councillor TERM OF MEMBERSHIP Membership in the Society is for a term of one year from the date the person becomes a member, and is renewable by application MEMBERSHIP FEE The Annual General Meeting ( AGM ) may prescribe a membership fee

5 and conditions and procedures be waived. 5 under which the membership fee may 3.07 RECORD OF MEMBERSHIP. A record of all members shall be kept at the national office. Each zone council or regional council that administers membership shall provide the national office with a current list of members who reside within the zone or region, as the case may be, and with other relevant information that may be requested WITHDRAWAL FROM MEMBERSHIP. A member may withdraw from the Society at any time by notice in writing delivered to any office of the Society, and, in the case of a national member, to the Secretary General WITHHOLDING AND WITHDRAWAL OF MEMBERSHIP. The Board of Governors may withhold membership or withdraw the membership of any member, and a zone council or regional council may withhold membership or may withdraw the membership of any member residing in the zone or region who is not a national member, in the event of a breach of the duties of membership, or for improper conduct or actions, whenever and wherever committed, which may bring the Society or the International Red Cross and Red Crescent Movement into disrepute. A person is entitled to a fair hearing before membership is withheld or withdrawn MEMBERSHIP REQUIREMENT FOR GOVERNANCE Any person who agrees to stand for nomination for election or appointment to the Board of Governors or any other governing body will either be a member of the Society or have completed an application to become a member of the Society VOLUNTEERS. Persons who give unpaid service to the Society on a regular or occasional basis shall be volunteers of the Society, whether or not they apply for membership and notwithstanding that they may also be employees and paid professionals of the Society. Volunteers may attend general meetings within the Society s governance structure, STRUCTURE OF THE SOCIETY

6 JURISDICTION. The Society carries out its activities in Canada and abroad under the authority of, and subject to, its letters patent, by-laws and regulations, the laws and regulations of the International Red Cross and Red Crescent Movement (including but not limited to the Geneva Conventions and Additional Protocols and the Constitution of the Federation of Red Cross and Red Crescent Societies), the Canada Corporations Act and all other pertinent federal, provincial and municipal laws GOVERNANCE. Governance of the Society is carried out by voting members grouped within the following organizational structures: (a) the General Assembly; (b) the Annual General Meeting ( AGM ); (c) the Board of Governors; (d) zone general meetings; (e) zone councils, one for each of four zones, namely: (i) the Western Zone, comprising the provinces of British Columbia, Alberta, Saskatchewan and Manitoba, and the Yukon, Nunavut and Northwest Territories; (ii) the Ontario Zone; (iii) the Quebec Zone; (iv) the Atlantic Zone, comprising the provinces of New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland & Labrador; (f) regional annual meetings; (g) regional councils within each zone, as designated by the zone council; (h) branches and branch annual meetings, where they occur; and (i) service delivery units, informal units, councils, committees and

7 other recognized 7 community-based groups whose role it shall be in each case, in partnership with staff at the appropriate level, to advance and carry out the objects of the Society in accordance with the Fundamental Principles of the International Red Cross and Red Crescent Movement, the provisions of all statutes and regulations that apply to the Society, the Letters Patent, these by-laws and policies and practices made under them. NATIONAL MEETINGS 5.01 GENERAL ASSEMBLY. A General Assembly is to be held in Canada at least once every five years, and not more than once every three years, at a time and place concurrent with the AGM for that year. All members and volunteers are entitled to attend a General Assembly. The particular focus of a General Assembly shall be to formulate and keep under review on a periodic basis the mission and strategic goals that establish the overall direction for the Society. Rules relating to notice, quorum, voting and procedures at General Assemblies shall be those that apply at AGMs ANNUAL GENERAL MEETING ( AGM ). The national members shall meet annually in Canada at a time and place determined by the Board of Governors. Only national members are entitled to notice of and to vote at an AGM. The Society s AGM shall perform the following functions: (a) receive the reports of the President and the Secretary General; (b) elect the Board of Governors; (c) elect the national officers of the Society; (d) receive any General Assembly report; (e) appoint an auditor; (f) receive financial statements and auditor s report; (g) ratify and/or make by-laws and amendments thereto. The AGM may deal with any other aspect of the Society's business that it considers appropriate and is brought before it by the Board of Governors

8 or members of the Society NATIONAL MEMBERS The following members of the Society are national members: a) National Representative Members. National representative members are appointed each year by the zone councils to attend the Annual General Meeting of the Society (the AGM ) and Special General Meetings. There shall be six national representative members from each zone, apportioned as follows: (i) where a zone comprises more than one province, there shall be at least one national representative member from each province in that zone. Not more than one national representative member shall be appointed from any region in a province while any other region in that province is unrepresented; (ii) where a zone comprises a single province, there shall be at least one national representative member from each region; (b) National Governor Members. Each member of the Board of Governors is a national governor member SPECIAL GENERAL MEETING. The Board of Governors or the President may call a special general meeting of the national members ( Special General Meeting ) at any time, and shall call a Special General Meeting of the national members upon the requisition of not less than 25 percent of the national members NOTICE OF MEETINGS. Notice of AGMs and Special General Meetings of the national members, if sent by mail or courier, shall be sent to all national members at least 21 days before the day of the meeting. Notice, if given to national members by electronic means of communication, shall be delivered at least 14 days before the day of the meeting. Notice of any meeting may be waived by any national member and any irregularity in the notice or the calling of any meeting does not invalidate any of the proceedings of that meeting where there has been substantial compliance with the provisions of this section. Notice of a meeting of members at which special business is to be transacted shall describe the nature of that business in sufficient detail to permit the national members to form a reasoned judgment on it. Notice shall also include a reminder that proxy voting is permitted. With the consent of all national members, an AGM or a Special General Meeting

9 9 may be conducted by means of telephone or other communication facilities that permit all persons participating in the meeting to communicate effectively with each other, and a national member participating in a meeting by that means shall be deemed to be present in person at the meeting NOMINATIONS AT THE AGM. Nominations of persons for election to the Board of Governors and as national officers, other than those persons nominated by the nominating committee of the Board, shall be in writing, shall conform with any further formal requirements established by the nominating committee for such nominations, including the number of required nominators, and must be received by the Secretary General of the Society at least five days before the commencement of the AGM PROXIES. Any national member entitled to vote at an AGM or Special General Meeting may, by means of a written proxy signed by the national member and received by the Secretary General of the Society at least 24 hours before the meeting, appoint another national member as his or her nominee to vote on his or her behalf. The form of proxy to be used shall be as follows: The undersigned,, duly elected national member of The Canadian Red Cross Society, hereby appoints as proxy with power of substitution, to attend and to vote for me at meeting, to be held on 20, or any adjournment thereof. Dated this day of 20. WITNESS SIGNATURE Lack of conformity with the foregoing form does not invalidate the proxy as long as the required information is substantially conveyed QUORUM AND VOTING. Each national member, whether a national representative member or a national governor member, has one vote to be exercised in person or by proxy at each AGM or Special General Meeting. A majority of national members present in person or by proxy constitutes a quorum. Except as otherwise provided in this by-law or as otherwise required by the Canada Corporations Act, questions shall be decided by a simple majority of those

10 national members present and 10 voting in person or by proxy CHAIRPERSON. The President shall preside as chairperson at all General Assemblies, AGMs or Special General Meetings. In the absence of the President, a Vice-President shall preside. In the absence of a Vice-President, the national members present at the meeting shall choose one of themselves as chairperson INTERPRETATION. Any appointment, decision or action made or taken at an AGM or a Special General Meeting under the authority of these by-laws shall be deemed to have been made or taken by the national members in the exercise of their governance role as the Annual Meeting of the Society under the Letters Patent of the Society, and nothing in these by-laws shall be construed to derogate from that role. OFFICERS 6.01 HONORARY OFFICERS. The AGM may appoint the following honorary officers for such term as it designates, including a term for life: one or more Patrons, an Honorary President, and one or more Honorary Vice-Presidents NATIONAL OFFICERS. The national officers of the Society shall be the President and two Vice- Presidents, but the Board of Governors or the AGM may establish other elected offices to carry out prescribed duties. The President chairs national meetings and acts as the chief spokesperson of the Society. The Vice-Presidents assist the President, and, if the President is unable to act, one or both Vice-Presidents, at the request of the President or at the direction of the Board, shall act in the place of the President. The President and Vice-Presidents shall perform such additional duties as may be prescribed by these by-laws or by the Board of Governors ELECTION OF NATIONAL OFFICERS. The national officers shall be elected at the AGM, to hold office from the conclusion of the AGM at which they are elected until the conclusion of the AGM in the second year after the year in which they were elected, or until their successors are elected. Vacancies occurring in these offices

11 11 may be filled by the Board of Governors. National officers who have served two consecutive terms in a position should not be nominated for reelection to the position unless the circumstances are exceptional IMMEDIATE PAST PRESIDENT. Upon completion of a term or terms of office, a President who is not standing for re-election becomes the immediate past president ( Immediate Past President ), and the incumbent Immediate Past President ceases to hold this office. Where a President has resigned or was removed from office prior to completing a term or terms of office, the person appointed to fill the vacancy created by the resignation or removal, and not the person who resigned or was removed, becomes Immediate Past President RESIGNATION OF OFFICERS. An officer may resign from office at any time by notice in writing delivered to the Secretary General. The resignation shall be effective on the date it is received or on the date specified in the resignation, whichever is later. A national officer who ceases for any reason to hold office as Governor shall be deemed to have resigned as a national officer REMOVAL OF OFFICERS. The Board of Governors or the AGM may remove an officer or honorary officer from office at any time in the event of improper conduct or actions which may bring the Society or the International Red Cross and Red Crescent Movement into disrepute, or, in the case of an officer, for inattentiveness to the duties of office. The person is entitled to a fair hearing before the office is withdrawn. STAFF OFFICERS 7.01 SECRETARY GENERAL. The Board of Governors shall appoint and set the terms of employment of a Secretary General, who is accountable to the Board of Governors for the management of all activities of the Society. The Secretary General is the chief executive officer of the Society and has the authority and responsibility, within the executive limitations established by the Board of Governors, to implement at all levels of the Society the mission, strategic

12 12 goals and priorities formulated for the Society. The Secretary General has the authority to organize and manage the activities of the Society in Canada under the governing policies established by the Board of Governors in order to deliver services in the most effective and efficient manner possible through the collaborative efforts of staff and volunteers. The Secretary General, though not a Governor or national member and having no vote, is entitled to receive notice of, and is expected to attend and may address, any meeting of the Board of Governors, the General Assembly, the AGM and any Special General Meeting of the Society. BOARD OF GOVERNORS 8.01 CONSTITUTION OF BOARD. The Board of Governors shall consist of: (a) two persons from each zone, elected at the AGM, i) one from candidates nominated by the nominating committee of the Board on the recommendation of the zone council, ii) the other from candidates nominated by the zone council, at least one of whom shall be a member of the zone council; (b) the President and the two Vice-Presidents of the Society; (c) the Immediate Past President; and (d) not fewer than two and not more than four persons elected at the AGM as Governors-at-large. Nominations for election to the Board shall be within guidelines established by the nominating committee of the Board of Governors to meet identified needs for financial, legal, health care and other expertise on the Board of Governors, to reflect the social diversity of Canada, and to provide experience and skills needed for the effective governance of the Society TERM OF OFFICE. Governors shall serve a term of office that commences at the conclusion of the AGM and ends at the conclusion of the AGM two years later.

13 13 Governors are eligible to serve up to three consecutive two-year terms, or a cumulative total of six consecutive years of combined one year and two-year terms, but 8.03 DUTIES. (a) under exceptional circumstances, a person may be re-elected to serve one further two-year term as Governor; (b) a person may serve additional consecutive terms on the Board if elected as President or Vice-President; (c) a person may hold the office of Immediate Past President for additional consecutive two-year terms on the Board of Governors, but if an Immediate Past President vacates or is deemed to have vacated office such person shall, as of the effective date, be deemed to have resigned as a Governor; (d) a person may be nominated and re-elected as a Governor after two years have passed following the last term during which the person previously served as a Governor. All Governors sit on the Board of Governors in a personal capacity. In exercising their powers and in discharging their duties, they shall act honestly and in good faith with a view to the best interests of the Society as a whole. Governors are required to attend national meetings and to address diligently the work of committees of which they are members ROLE OF BOARD. The Board of Governors serves as a link between the Society and its members, its volunteers and the public. More particularly, and without restricting its powers under the Letters Patent, the Board of Governors is responsible for: a) setting priorities to accomplish the mission and strategic goals that establish the overall direction for the Society, as formulated from time to time by the General Assembly; b) ensuring adequate policies are in place for sustainable, costeffective, legal, and ethical organizational performance and actions; c) approving the annual operational plan and budget of the Society, ensuring consultation with zone and regional councils on matters that impact directly on zones and regions;

14 8.05 DELEGATION. 14 d) receiving and reviewing zone practices established by zone councils and approved by zone general meetings under section 10.11, as required; e) monitoring organizational performance to ensure progress on strategic goals and compliance with policies and practices; f) defining the chief executive officer's role, accountability and relationship to the Board, and establishing executive obligations and limitations on the chief executive officer s authority; g) approving the annual audited financial statements of the Society; h) making, amending, or repealing by-laws, subject to approval by the AGM. The Board of Governors may delegate power to any officer, council or committee, except the power: 8.06 MEETINGS. (a) to submit to national members any question or matter requiring their approval; (b) to fill vacancies among Governors or in the office of auditor; (c) to issue securities or debt obligations except as previously authorized by the Board of Governors; (d) to purchase, redeem or otherwise acquire securities or debt obligations issued by the Society; (e) to approve annual financial statements; or (f) to make, amend or repeal by-laws. The Board of Governors shall meet at least four times in each year at the call of the President at a place in Canada determined by the Board of Governors or by the President. Additional meetings may be called by the President or by the Secretary General and shall be called by the President or by the Secretary General upon the requisition of not less than 25 percent of the Governors. A meeting may be conducted by means of telephone or other communication facilities that permit all persons participating in the meeting to communicate effectively with each other, and a Governor participating in a meeting by that means shall be deemed

15 15 to be present at the meeting NOTICE OF MEETINGS. Notice of a meeting of the Board of Governors, if given by mail or courier, shall be sent at least 14 days before the day of the meeting and, if given by electronic means of communication, shall be delivered 7 days before the time of the meeting. Notice of the meeting need not specify the business to be discussed, except when it is intended: (a) to submit to national members any question or matter requiring their approval; (b) to fill vacancies among Governors or in the office of auditor; (c) to issue securities or debt obligations except as previously authorized by the Board of Governors; (d) to purchase, redeem or otherwise acquire securities or debt obligations issued by the Society; (e) to approve annual financial statements; or (f) to make, amend or repeal by-laws. Notice of any meeting may be waived by a Governor and any irregularity in the notice or the calling of any meeting does not invalidate any of the proceedings at the meeting where there has been substantial compliance with the provisions of this section QUORUM. A majority of Governors, based on the number of Governors in office at the conclusion of the last AGM at which Governors were elected, constitutes a quorum. As long as a quorum exists, continuing Governors may act, despite any vacancy on the Board of Governors VOTING AT MEETINGS. Each member of the Board of Governors, including the chairperson, has one vote. Questions arising at any meeting of the Board of Governors shall be decided by a simple majority of votes of those Governors present and voting, unless the Canada Corporations Act or these by-laws otherwise provide. With the consent of the chairperson, a Governor may participate in and vote at a meeting of the Board of Governors by means of telephone or other communication facilities that permit all persons participating in

16 16 the meeting to communicate effectively with each other, and a Governor participating in a meeting by that means shall be deemed to be present at the meeting CHAIRPERSON. The President shall be the chairperson of the Board of Governors and shall preside at all meetings of the Board. In the absence of the President, a Vice-President shall preside. In the absence of a Vice-President, the Governors present at the meeting shall choose one of themselves as chairperson CESSATION OF GOVERNORSHIP. The office of a Governor shall cease: (a) if the Governor resigns from office by delivering a written resignation to the Secretary General; (b) if the Governor is found by a court of competent jurisdiction to be mentally incompetent; (c) if the Governor becomes bankrupt; (d) if, at an AGM, a Special General Meeting or a meeting of the Board of Governors, a resolution is passed that the Governor, who is entitled to a fair hearing, be removed from office for improper conduct or actions which may bring the Society or the International Red Cross and Red Crescent Movement into disrepute, or for inattentiveness to the duties of Governor; (e) if the Governor vacates or is deemed to have vacated the office of national member, the Governor withdraws from membership, or membership of the Governor in the Society is withdrawn FILLING OF VACANCIES. A quorum of Governors may fill a vacancy among the Governors, except a vacancy resulting from an increase in the number or minimum number of Governors or from a failure by the AGM to elect the number or minimum number of Governors required by the Society's Letters Patent. If the Governor to be replaced was elected from a zone, the remaining Governors shall fill the vacancy to ensure proper representation as prescribed in section 8.01(a).

17 17 COMMITTEES 9.01 COMMITTEES. The Board of Governors may establish committees within the Society s governance practices. The Board shall define the duties and powers of any committee it establishes and may prescribe the procedures, rules and policies to be followed by it. The Secretary General shall be ex officio a member of any committee the Board of Governors establishes but shall not vote at its meetings NOMINATIONS. The Board of Governors shall appoint a nominating committee to set appropriate guidelines for nomination for the positions of Governors and for the offices of President and Vice-President, to seek recommendations for nominees, and to nominate suitable candidates. The nominating committee shall circulate the list of nominees to all national members at least 21 days before the AGM. ZONE COUNCILS CONSTITUTION OF ZONE COUNCILS. There shall be a zone council for each zone, comprised of the zone president, other zone officers as may be prescribed in zone practices, and at least one regional councillor elected as zone councillor from each region. A maximum number of zone councillors to be elected from each region may be prescribed in zone practices, and representation may reflect variations in membership numbers, geography or population from region to region. A zone council shall appoint additional members, whether or not regional councillors, where it would contribute to effective governance within the zone. At all times the majority of members of a zone council shall be regional councillors. The term of a zone council is one year, commencing on the day of the election. The zone general manager, though not a member of the zone council and having no vote, is entitled to receive notice of, and is expected to attend and may address, meetings of the zone council ROLE OF ZONE COUNCILS. Zone councils shall uphold the Fundamental Principles of the International Red Cross and Red Crescent Movement. Consistent with the governing

18 18 policies of the Board, and in line with the overall direction for the Society, its mission, strategic goals and priorities, they shall monitor and support, in a manner that is consistent with the responsibility of the zone general manager to organize and manage zone activities and staff, overall performance within each zone, taking into account special needs and circumstances in the zone. In addition, a zone council (a) may delegate authority and responsibility to one or more regional councils within the zone; (b) may designate the number and jurisdiction of regional councils within the zone; (c) shall present to the Board of Governors a report of activities and results of the previous year, together with an executive summary of the operational plan for the coming year; (d) shall present a list of priorities for the coming year, aligned with the mission, strategic goals and priorities of the Society, for approval by the Board of Governors; (e) shall approve an annual operational plan and budget aligned with the priorities of the zone for the coming year, for approval by the Secretary General; (f) shall administer and monitor within the zone the process for membership in the Society; (g) shall perform other governance functions that are delegated to it from time to time by the Board of Governors; (h) may appoint honorary officers of the zone council; (i) may review and provide advice to the Secretary General on the role and performance of the zone general manager ZONE COUNCIL CHAIRPERSON. The zone president shall be chairperson of the zone council and shall preside at all meetings. In the absence of the zone president, the vicepresident, if there is one, shall preside. In the absence of both, the zone council shall choose one of the remaining councillors to preside.

19 10.04 ZONE COUNCIL MEETINGS. 19 Each zone council shall meet at least twice in each year at the call of the chairperson. Additional meetings shall be called by the chairperson upon the requisition of not less than 25 percent of the councillors. A majority of councillors elected or appointed to the council constitutes a quorum. A meeting may be conducted by means of telephone or other communication facilities that permit all persons participating in the meeting to communicate effectively with each other, and a councillor participating in a meeting by that means shall be deemed to be present at the meeting VOTING AT ZONE COUNCIL MEETINGS. Questions arising at any meeting of the zone council shall be decided by a simple majority of votes of those councillors present and voting, except that a two-thirds majority vote is required to designate or change the number and jurisdiction of regional councils within the zone. A councillor may participate in and vote at a meeting of the zone council by means of telephone or other communication facilities that permit all persons participating in the meeting to communicate effectively with each other, and a councillor participating in a meeting by that means shall be deemed to be present at the meeting ZONE COUNCIL COMMITTEES. A zone council may establish committees within the Society s governance practices. A zone council shall define the duties and powers of any committee it establishes and may prescribe the procedures, rules and policies to be followed by it. The zone general manager shall be ex officio a member of any committee the zone council establishes but shall not vote at its meetings ZONE COUNCIL NOMINATING COMMITTEE. The zone council shall either appoint, or act as, a nominating committee to seek recommendations for nominees to be appointed or elected as zone councillor under section or and as national representative member under section 3.01(a)(i), and shall establish guidelines for nominations of members to serve on the zone council REMOVAL OF ZONE COUNCILLORS AND OFFICERS. The Board of Governors or the zone council may remove a zone councillor or officer, or a zone honorary officer, at any time by ordinary resolution for improper conduct or actions which may bring the Society or

20 20 the International Red Cross and Red Crescent Movement into disrepute, or, in the case of a zone councillor or officer, for inattentiveness to the duties of office. The person is entitled to a fair hearing before removal ZONE GENERAL MEETINGS. A zone council shall direct that a zone general meeting be held at least once in each year on a date and at a place to be fixed by the zone council. Unless otherwise provided for in zone practices, all zone officers and councillors and all elected regional officers and councillors within the zone are voting representatives at a zone general meeting. The number of eligible voters prescribed in zone practices must be at least twice the number of zone councillors to be elected. Notice of the meeting shall be given to all voting representatives at least 21 days before the day of the meeting. One-half the number of voting representatives shall be deemed to constitute a quorum. Questions shall be decided by a simple majority of those voting in person or by proxy, unless otherwise prescribed in zone practices ROLE OF ZONE GENERAL MEETINGS. Voting representatives at a zone general meeting shall (a) elect the zone officers and the other zone councillors, consistent with guidelines set down by the zone nominating committee; (b) consider and vote upon any proposals from the zone council to adopt or modify zone practices; (c) deal with any other matters that may be referred to the meeting from time to time by the Board of Governors, the zone council or a regional council; (d) conduct such other business as is properly brought before the meeting ZONE PRACTICES. A zone council may establish zone practices to accommodate organizational, operational and electoral requirements particular to a zone, notwithstanding inconsistencies with Articles 10, 11 and 12. Zone practices are subject to approval at a zone general meeting, shall be filed with the Board of Governors for review, and may be modified or disallowed by the Board of Governors where, in the opinion of the Board, they do not satisfy

21 21 good governance practices or are inconsistent with the principles and statutes of the Red Cross and Red Crescent Movement. REGIONAL COUNCILS CONSTITUTION OF REGIONAL COUNCILS. Regional councils shall comprise the president, the vice-president, the immediate past president and the other regional councillors elected at the regional annual meeting, for a term commencing at the conclusion of the regional annual meeting and ending at the conclusion of the next regional annual meeting. A regional council may fill a vacancy arising before the next regional annual meeting. The regional director, or equivalent, though not a member of the regional council and having no vote, is entitled to receive notice of, and is expected to attend and may address, meetings of the regional council ROLE OF REGIONAL COUNCILS. Regional councils shall uphold the Fundamental Principles of the International Red Cross and Red Crescent Movement, and shall endeavour to ensure that service delivery and programs address special needs and circumstances within the region and that any changes are consistent with the governing policies of the Board of Governors and in line with the overall direction of the Society, its mission, strategic goals and priorities. In addition, a regional council (a) shall monitor and support overall performance at all levels within the region, in a manner that is consistent with the responsibility of the regional director or equivalent to organize and manage regional activities and staff; (b) shall present to the zone council a report of activities and results of the previous year, together with an executive summary of the operational plan for the coming year; (c) shall present a list of priorities for the coming year, aligned with the mission, strategic goals and priorities of the Society, for approval by the zone council; (d) shall approve an annual operational plan and budget aligned with the priorities of the region for the coming year, for approval by the zone general manager;

22 22 (e) where directed by the zone council, shall administer and monitor within the region the process for membership in the Society; (f) shall promote measures to foster a fund-raising culture within the region; (g) shall promote measures to improve service delivery and to enhance public recognition of the work of the Society within the region; (h) may issue charters to establish branches, and may dissolve branches; (i) may recognize service delivery units, informal units, councils, committees or other community-based groups as parts of the Society s organizational structure within the region, and may withdraw recognition; (j) shall solicit and consider advice presented by branches, service delivery units, informal units, councils, committees and other community-based groups in relation to community needs, service delivery and fund-raising; (k) shall perform other governance functions that are delegated to it from time to time by the Board of Governors or by the zone council; (l) may appoint honorary officers of the regional council REGIONAL COUNCIL MEETINGS. Each regional council shall meet at least four times a year at the call of and at a place determined by the president. Additional meetings shall be called by the president upon the requisition of not less than 25 percent of the councillors. A majority of councillors elected to the council constitutes a quorum. A meeting may be conducted by means of telephone or other communication facilities that permit all persons participating in the meeting to communicate effectively with each other, and a councillor participating in a meeting by that means shall be deemed to be present at the meeting VOTING AT REGIONAL COUNCIL MEETINGS. Questions arising at any meeting of the regional council shall be decided

23 23 by a simple majority of votes of those councillors present and voting. A councillor may participate in and vote at a meeting of the regional council by means of telephone or other communication facilities that permit all persons participating in the meeting to communicate effectively with each other, and a councillor participating in a meeting by that means shall be deemed to be present at the meeting REGIONAL COUNCIL CHAIRPERSON. The president shall be the chairperson of the regional council and shall preside at all meetings. In the absence of the president, the vice-president shall preside. In the absence of the vice-president, the regional council members present at the meeting shall choose one of themselves as chairperson REGIONAL COUNCIL COMMITTEES. A regional council may establish committees within the Society s governance practices. The regional council shall define the duties and powers of any committee it establishes and may prescribe the procedures, rules and policies to be followed by it. The regional director or equivalent shall be ex officio a member of any committee the regional council establishes but shall not vote at its meetings REGIONAL COUNCIL NOMINATING COMMITTEE. The regional council shall either appoint, or act as, a nominating committee to seek recommendations for nominees to be elected as regional councillors REMOVAL OF REGIONAL COUNCILLORS AND OFFICERS. The zone council or regional council may remove a regional councillor or officer, or a regional honorary officer, at any time by ordinary resolution for improper conduct or actions which may bring the Society or the International Red Cross and Red Crescent Movement into disrepute, or, in the case of a regional councillor or officer, for inattentiveness to the duties of office. The person is entitled to a fair hearing before removal REGIONAL ANNUAL MEETINGS. Regional annual meetings shall be held on a date and at a place to be fixed by the regional council, prior to the election of the zone council for that year. Notice of the regional annual meeting shall be given to members who are eligible to vote at least 21 days before the day of the meeting.

24 24 The number of members present from time to time shall be deemed to constitute a quorum. Questions shall be decided by a simple majority of those voting unless otherwise prescribed in zone practices. Where a zone is organized to allow branches to send elected representatives to a regional annual meeting, those representatives are the members eligible to vote at the meeting, and may vote in person or by proxy in the form previously described in these by-laws. Otherwise, all members who reside within the region may vote, if present or if otherwise authorized to vote under zone practices ROLE OF REGIONAL ANNUAL MEETINGS. Members attending the regional annual meeting shall (a) elect the president, vice-president and at least four other regional councillors, consistent with the electoral process set down by the regional council. A maximum number of regional councillors for each region may be prescribed in zone practices; (b) receive from the regional president a report of activities and results of the previous year, and proposals for the coming year; (c) receive the reports of the regional director or equivalent; (d) receive activity reports and information from branches, service delivery units, informal units, councils, committees or other community-based groups within the region; (e) conduct such business as is properly brought before it; (f) appoint honorary officers; (c) deal with any matters that may be referred to the meeting from time to time by the Board of Governors, the zone council or the regional council. BRANCHES AND OTHER COMMUNITY-BASED GROUPS BRANCHES. A branch may be formed under a charter issued by the regional council for the region in which the branch is to function. A request for a charter establishing a branch for a defined geographical area in which a branch does not already exist shall be made by not fewer than five members who

25 25 reside within that area and who demonstrate a capacity and commitment to organize and function as a branch. Branches that existed immediately prior to the coming into force of these by-laws continue as branches under these by-laws. Each branch shall file a copy of its charter with the Secretary General ROLE OF BRANCHES. Within the governance and operational structure for the region, a branch shall organize itself to function as a primary operating unit of the Society, ensuring that service delivery and programs, both national and community-based, address special needs and circumstances within the community, and that any changes are consistent with the governing policies of the Board of Governors and in line with the overall direction of the Society, its mission, strategic goals and priorities. A branch shall (a) provide advice to the regional council regarding community needs, service delivery and fund-raising; (b) support the operations of the Society at the community level in alignment with the priorities of the Society, carrying out activities with the approval of and under the direction of regional management; (c) monitor overall performance at the branch level, in a manner that is consistent with the responsibility of the regional director or equivalent to organize and manage branch activities and staff; (d) present to the regional council a report of activities and results of the previous year, and proposed priorities and activities for the coming year for approval by the regional council; (e) perform other governance functions that are delegated to it from time to time by the regional council OTHER COMMUNITY-BASED GROUPS. A regional council may recognize service delivery units, informal units, councils, committees and other community-based groups as components of the volunteer structure of the Society within the region. Although these are not formally constituted and do not have a charter, they are affiliated with a branch or the region and carry out activities under the direction of regional management. They function as primary operating units of the Society within the region, carrying out roles similar to those of branches, ensuring that service delivery and programs, both national and

26 26 community-based, address special needs and circumstances within the community RECORD OF BRANCHES AND OTHER COMMUNITY-BASED GROUPS. Regional councils shall, on request, provide national office with a list of branches and other community-based groups within the region and with other relevant information that may be required DISSOLUTION. A regional council may dissolve a branch or withdraw recognition of a community-based group by written notice, but no such notice shall be given unless dissolution or withdrawal has been requested by the branch or other community-based group, or unless the regional council has determined, after a fair hearing, that the branch or other community-based group no longer has the capacity or commitment to function as a primary operating unit of the Society ACCOUNTABILITY. Branches and other community-based groups are accountable to regional management for maintaining capacity and commitment, and shall report on a regular basis as requested by the regional director or equivalent. PROPERTY CONTROL. All property of every nature and kind, both real and immoveable, personal and moveable, that is in the custody of any council, committee, branch, officer, employee or other person on behalf of the Society shall be subject to the direction of the Board of Governors or Secretary General. This includes, without limitation, cash, debentures, bonds, stock or other securities and every estate or interest therein, donations, whether solicited or unsolicited and whether arising from fund-raising campaigns, legacies, bequests and other testamentary gifts or otherwise. All legacies, bequests and other testamentary gifts, unless subject to a trust requiring them to be otherwise controlled, shall be held at the national office subject to the direction of the Board of Governors or Secretary General. When any gift of property is impressed with a trust or derived from means incompatible with the Fundamental Principles of the International Red Cross and Red Crescent Movement or the aims or policies set for the Society by the