Rotary District 5370 Humanitarian Aid Warehouse Society ADDITIONAL OBJECTS To solicit and accept donations of supplies, property, and services for humanitarian relief. To accept donations of money, or other property, for the purchase of items needed for humanitarian relief. To collect, inspect, and store products prior to distribution. To distribute humanitarian relief products to needy persons. To acquire lands, by purchase or otherwise, erect or otherwise provide a building or buildings for social and community purposes. To provide all necessary equipment and furniture for carrying on its various objects. To sell, manage, lease, mortgage, dispose of; or otherwise deal with the property of the society. The objects of the Society are exclusively charitable and shall be carried on without purpose of gain for its members. The Society shall apply such profits, if any, as it may realize in the course of its activities, and any other income of the Society, in carrying out its objects. Upon the dissolution of the Society and after payment of all debts and liabilities, the remaining property of the Society shall be distributed or disposed of to registered charitable organizations, the objects of which are beneficial to the community.
F Users Wayne Clients Rotary HAWS Bylaws Bylaws of Rotary District 5370 Humanitarian Aid Warehouse Society as amended by Special Resolution dated May 14, 2002 INTERPRETATION Definitions in these By-Laws, unless the context otherwise required: 1. Board of Directors or Board means the Board of Directors from time to time of the Society. 2. By-Laws means these By-Laws and all other By-Laws of the Society from time to time in force and effect. 3. Fees means the membership fees to be determined from time to time at the annual meeting of the Society, which fees are to be remitted to the Society annually on or before the annual general meeting. 4. Members shall refer to those members described in paragraphs 7 to 9 hereof. 5. Society means the Rotary District 5370 Humanitarian Aid Warehouse Society. 6. Words importing the singular gender include the plural and vise versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts, and unincorporated organizations. MEMBERS 7. Membership in the Society is open to anyone who is 18 years of age or older. An application for membership must receive a favorable vote of the board of directors at a regular meeting of the Society. 8. Any member may withdraw from membership, at any time, by written notice to the Secretary of the Society. 9. Any member may be expelled from the Society by a vote of two thirds (2/3) of the members present at an Annual General Meeting or Special General Meeting of the Society. MEETINGS OF MEMBERS 10. ANNUAL GENERAL MEETING An Annual General Meeting of members of the Society called for the purpose of electing directors, appointing auditors, and transacting such other business as may properly come before an Annual General Meeting, shall be called by the Board in each year on a date to be determined by the Board, such date to be within one hundred and fifty (150) days following the close of the fiscal year of the Society.
11. SPECIAL GENERAL MEETINGS General meetings of members of the Society, other than annual general meetings, shall be called special general meetings. Special general meetings of members may be called by the President or by the Board or upon written petition signed by at least one third (1/3) of the members and addressed to the President or the Board. 12. NOTICE OF MEETINGS At least seven (7) clear days notice of the time and place of every meeting of members shall be given to each member. Notwithstanding the foregoing, any meeting of members of the Society may be held at any time and place without notice if all the members of the Society are present thereat or their approval is given in writing either before or after the holding of the meeting. At such a meeting any business may be transacted which the Society may lawfully transact. No accidental error or omission in giving notice of any meeting or any such adjourned meeting shall invalidate such meeting or make void any proceedings taken thereat. 13. WAIVER OF NOTICE A member may at any time waive notice of any meeting and may at any time ratify, approve, and confirm any of the proceedings taken thereat. 14. ADJOURNMENTS Any meetings of the Society or of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. Notice of an adjourned meeting is not required. A meeting may be adjourned if a quorum is not present. 15. AGENDA At every Annual General Meeting, in addition to any other business that may be transacted, the Board shall present approved audited financial statements prepared in accordance with generally accepted accounting principles and the report of the Board with respect to the state of the Society s affairs. The foregoing may be inspected by any member at the meeting and at the office of the Society. The members may consider and transact any business, either special or general (other than a special resolution), without any notice thereof at any meeting of members. The members shall appoint an auditor and/or audit committee for the ensuing year. 16. QUORUM A quorum for the transaction of business at any meeting of the members consist of the members present (proxies not permitted) at the meeting provided at least ten (10) members are present.
17. VOTING Every member in good standing is entitled to one (1) vote, but may not vote by proxy. 18. VOTING PROCEDURE At all meetings of the Society every question shall be decided by a majority of the votes of members present in person unless otherwise required by the bylaws. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any member. Unless a poll is demanded, a declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. In case of an equality of votes at any meeting of members of the Society, whether upon a show of hands or at a poll, the Chairperson is entitled to a casting vote. BOARD OF DIRECTORS 19. DIRECTORS The affairs of the Society shall be managed by a board of not less than five (5) directors and not more than thirteen (13) directors, each of whom at the time of election and throughout the term of office shall be a member in good standing. 20. The District Governor of Rotary District 5370 shall automatically be appointed to the Board of Directors of the Society while serving as District Governor. 21. The District Governor-Elect of Rotary District 5370 shall automatically be appointed to the Board of Directors of the Society upon selection as the District Governor Elect and for the duration of the term of office as District Governor-elect. 22. ELECTION The directors shall be elected for a term of two (2) years at the Annual General Meeting of the Society. The directors shall be elected from those nominated by a nominating committee of the Board consisting of three (3) members, which shall be appointed no less than sixty (60) days prior to the Annual General Meeting. Directors may also be nominated from the floor. The election may be a show of hands unless a ballot is demanded by a majority of the members present. 23. REMOVAL The members of the Society may, by resolution passed by at least two-thirds (2/3) of the votes cast at a meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of the director s term of office, and may, by a majority of votes cast at the meeting, elect any qualified person for the remainder of the term.
24. VACANCIES If any member of the Board of Directors resigns from office, or without reasonable excuse is absent from three (3) or more Board meetings, or is suspended or expelled from the Society, the Board shall declare this director s office to be vacated and may appoint a successor to hold the office until the next Annual General Meeting. 25. REMUNERATION No remuneration shall be paid directly or indirectly to any director, but the directors are entitled to be reimbursed for out-of-pocket expenses. Remuneration to be paid to the employees of the Society shall be such amounts as the directors by resolution may determine from time to time. 26. INDEMNIFICATION All directors of the Society are deemed to have assumed office on the express agreement and condition that they and their heirs, executors, administrators, and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Society from and against all costs, charges, and expenses which such directors sustain or incur or about any action, suit, or proceeding which is brought, commenced, or prosecuted against them for or in respect of any act, deed, matter of things made, done or permitted by them or any other director or directors in or about the execution of the duties of their office, and also from and against all other costs, charges, or expenses as are occasioned by their own neglect or default. 27. POWER OF DIRECTORS In addition to the powers and authorities by these bylaws or otherwise expressly conferred upon them, the directors may exercise all such powers to do all such acts and things as may be exercised or done by the Society and are not hereby or by statute expressly directed or required to be exercised or done by the Society in general meeting or with the sanction of special resolution, subject however to the provision of The Societies Act and of these bylaws and to any regulations made from time to time by the Society in general or special meeting provided that no regulation so made shall invalidate any prior act of the directors which would have been valid if such regulations had not been made. 28. COMMITTEES The directors may delegate any of their powers to committees consisting of such members of their body or people from outside the Board, as they see fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations which may be imposed upon it by the Board of Directors. Any committees so formed shall have no decision making powers and ultimate authority and responsibility for the committee s actions shall, at all times, rest with the Board. 29. ANNUAL BUDGET The directors shall determine the amount of the annual budget of the Society and shall be responsible for raising funds to meet it.
30. BOOKS The Board of Directors shall cause all necessary books and records of the Society required by law and the bylaw of the Association to be regularly and properly kept. BOARD MEETINGS 31. TIME AND PLACE OF MEETINGS Board meetings may be held at such places as the Board of Directors from time to time determines. A meeting of the Board may be convened at any time by the President or any four (4) directors. At least one regular meeting of the Board shall be held each year. 32. NOTICE Notice of meetings of the Board shall be given to each director not less than two (2) clear days before the date of the meeting. Meetings of the Board may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. A Board meeting may also be held, without notice, immediately following the Annual General Meeting of the Society. 33. QUORUM A quorum for the transaction of business at any meeting of the Board shall consist of one-half (1/2) of the directors. 34. VOTING Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes the Chairperson has a second or casting vote. 35. RESOLUTIONS A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. A resolution in writing signed by all directors is as valid and effectual as if it had been passed at a meeting of the Board of Directors duly called and constituted. 36. BONA FIDE ACTS All acts bona fide done by any meeting of Directors, or by a committee of directors, or by any person acting as director, shall, notwithstanding it be afterwards discovered that there is some defect in the appointment of any such director or person acting aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
OFFICERS 37. APPOINTMENT The Board of Directors may from time to time appoint such officers and agents and authorize the employment of such other persons as is deemed necessary to carry out the objects of the Society. The nominating committee, elected for the purpose of the election of directors, shall also provide a recommended list of officers for consideration of the Directors at the first scheduled Board meeting immediately following the Annual General Meeting. 38. REMOVAL All officers and agents are subject to removal from office or employment by the Board of Directors at any time with or without cause and with or without notice. 39. PRESIDENT The President shall, when present, preside at all meetings of the members of the Society and of the Board of Directors, unless another director has been appointed by the President to chair the meeting. He/She shall be ex-officio a member of all Committees except for the Nominating Committee. The President shall also be charged with the general management and supervision of the operations of the Society. The President with the Secretary, or other officer appointed by the Board for the purpose, shall sign all resolutions and membership certificates, and all other documents requiring their signatures. 40. VICE-PRESIDENTS The Vice-Presidents shall in order of precedence of their election perform all the duties of, and shall be subject to the same obligations as the President, whenever the President ceases to hold office for any reason or is prevented from attending to Presidential duties, and shall preside at all meetings of the Society or Board of Directors in the absence of or upon the request of the President. 41. TREASURER The Treasurer shall: a) ensure that complete financial records are maintained in accordance with generally accepted accounting practices. b) ensure that all monies and other valuables in the name and to the credit of the Society are deposited or invested in accordance with the investment policies established by the Board of Directors. c) ensure all legitimate liabilities and expenses of the Society are paid except as otherwise directed by the Board of Directors. d) present to the Board of Directors at the regular meetings thereof, a financial report.
e) at the end of the fiscal year, have the financial statements of the Society audited by a chartered accountant appointed by the members. f) upon termination of office, transfer all books, ledgers, files, and information of the Society to the Treasurer s successor; and g) perform such other duties as may from time to time be determined by the Board of Directors. 42. SECRETARY The Secretary shall ensure that all acts and minutes of the Board of Directors and of the Society are recorded. The Secretary shall give all notices required to be given to members and to directors. The secretary shall ensure that the seal of the Society, books, papers, records, correspondence, contracts, and other documents belonging to the Society are properly stored at the registered office of the Society. The Secretary shall also perform such other duties as may from time to time be determined by the Board of Directors. BORROWING 43. BORROWING For the purpose of carrying out the objects of the Society, the Board of Directors may from time to time borrow money on the credit of the Society and charge mortgage, hypothecate or pledge all or any of the real or personal property of the Society, to secure any money borrowed, or other debt, or any other obligation or liability of the Society provided that debentures shall not be issued without the sanction of a special resolution of the Society. From time to time the Board may authorize any directors, officer, or employee of the Society or any other person to make arrangements with reference to the money borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any money borrowed or remaining due by the Society as the Board may authorize and generally to manage, transact, and settled the borrowing of money by the Society. FISCAL YEAR 44. FISCAL YEAR The fiscal year of the Society shall terminate on the last day of December in each year or such other day determined by resolution by the Board of Directors. CORPORATE SEAL 45. SEAL The Society shall have a seal which shall be of such a form and device as may be adopted by the Board of Directors. The seal shall be kept in the custody of the Secretary or at the registered office of the Society.
DOCUMENTS 46. EXECUTION All documents (including bank papers) on behalf of the society shall be signed (and sealed if necessary) by the President or Vice-President and the Secretary or Treasurer or by such other persons as are designated by the Board of Directors. BOOKS 47. CONTENTS The minutes books of the Society shall contain a copy of the application and certificate of incorporation of the Society, all special and ordinary resolutions passed, a copy of the bylaws of the Society, and copies or originals of all documents, registers, and resolutions as required by law. The books of the Society and the matters in respect of which the receipt and expenditure takes place, all revenues and purchases, and all assets and liabilities of the Society as well as all other transactions affecting the financial position of the Association. 48. INSPECTION All minute books and books of account shall at all times be open to inspection by the Directors and Auditor. No member (not being a director) shall have any right to inspect any account or book or document of the Society except as conferred by law or authorized by the or by resolution of the members, whether previous notice thereof has been given or not. NOTICES 49. SERVICE Any notice required by these bylaws to be given to any members or directors of the Society may be given verbally (either in person or by telephone) or by sending it by telegraph or mailing it to such persons at their last address as recorded on the books of the Society. Any notice given by ordinary mail shall be deemed to have been served ten (10) days after the date of mailing. Any notice given by single registered mail shall be deemed to have been served five (5) days after the date of mailing. In the event of an interruption of normal mail service affecting delivery of a notice by mail, the date of mailing shall be deemed to be the date on which normal mail service is restored. AMENDMENT OF BYLAWS 50. AMENDMENTS The bylaws of the Society shall not be altered, deleted, or added to except by a special resolution of the Society.