MSJ Foundation By-Laws

 

BY-LAWS

PREAMBLE  WHEREAS the Foundation was incorporated under the Non-Profit Corporations Act on the 1 March 1989 as the Mont St. Joseph
Foundation Inc.; and

WHEREAS the Foundation is empowered under the Act to make    By-laws:

THEREFORE, the Foundation’s By-laws are as follows:

TITLE

1. These By-laws shall be cited as the By-laws of the Mont St. Joseph Foundation Inc.

INTERPRETATION

2.  (1)  In these By-laws:

(a)  “Foundation” means Mont St. Joseph Foundation Inc.

(b)  “Act” shall refer to the Non-profit Corporations Act.

2) The term “ex officio” means by virtue of office and does not limit the duties or capacity of any person who is, ex officio, a Director, member of a committee, or the holder of any other office.  It only limits that person’s right to vote.

3) In these By-laws, any word or expression used but not defined has, unless the                   context otherwise requires, the same meaning as in the Act.

4) Except where excluded by the context:

a) Words importing the singular number only shall include the plural number, and words importing the plural number only shall include the singular number;

b) Words importing the masculine gender shall include the feminine.

Article I  Purpose

The purpose for which the Foundation is established includes: a) Provide support for those requiring long term care services including personal and nursing care, housekeeping and other support services, transportation for special needs such as visitations and medical appointments as well as to acquire furnishings and equipment that may enhance the comfort, dignity and living standards of those living in long term care; b) Relieve loneliness, boredom and helplessness by providing recreational and cultural activities, spiritual and pastoral care, therapies, community interaction along with other special needs for individuals requiring long term care and support;  c) Receive, hold, invest, administer, and apply any property or the income therefrom in furtherance of the objectives and programs of the Foundation.

ARTICLE II    LOCATION

The Head Office of the Foundation shall be in the City of Prince Albert, in the Province of Saskatchewan, and at such place therein as the Directors may determine.

ARTICLE III    MEMBERSHIP

There shall be only one class of members, that being the Directors who serve on the Board of Directors.

ARTICLE IV   BOARD OF DIRECTORS

Section 1:    The affairs of the Foundation shall be managed by a Board of not fewer that eight (8) and not more that thirteen (13) individuals who shall become Directors of the Board.

Section 2:    Directors will share and contribute to the mission and purpose of the Foundation.

Section 3:    Election of new Directors or election of current Directors to a new term will occur as an item of business at the Annual meeting
of the Foundation.  Directors will be elected by a majority vote of the current Directors.

Section 4:    Directors shall be elected to three year terms.

Section 5:    When a Director dies, resigns, or is removed, the Board may elect a Director to serve the uncompleted term.

Section 6:    Any Director may be removed from the Board of Directors by an  affirmative vote of the majority of the Directors of the Board
at an official meeting of the Board.  Notice of the proposed removal will  be given to Directors with the notice of the meeting.  The
Director involved will be given an opportunity to be present and to be heard  at the meeting at which his or her removal is
considered.

Section 7:    No remuneration will be paid to any member of the Board of Directors for services as a member of the Board.  Through policies of
the Board, reasonable expenses may be allowed for travel, accommodation, and meals should a Director be required to attend a
special function or meeting.

Section 8:   At the discretion of the Board of Directors, an Executive Director shall be appointed to carry out the duties assigned by the Board.
This individual shall serve as an ex-officio on all committees of the Board and be the Foundation’s Secretary.

Section 9:   Individual members of the Board will be guided by a “Code of Conduct” that will assist the Board carry out its responsibilities.

ARTICLE V    MEETINGS OF THE BOARD OF DIRECTORS

Section 1:    An Annual meeting of the Board of Directors will be held within ninety (90) days following the end of the fiscal year  for the purpose
of electing Officers and Directors and presenting the audit financial statement.

Section 2:    Special meetings of the Board of Directors may be called at any time by the Chairperson of the Foundation or in his or her absence
by the Vice-Chairperson or upon receipt of request signed by a majority of Directors.

Section 3:    The Board of Directors will hold regular meetings at least three times each calendar year at such place as may be designated in the
notice  of meeting.

Section 4:    Notice of regular, special, and annual meetings will be given at least seven days prior to the day such meeting is to be held.

Section 5:    Attendance requirements for Directors and meeting quorums are as follows: a) Directors shall make every effort to attend regular
and special meetings; b) A Director who is unable to attend a Board meeting and advises the office of the Executive Director or the
Chairperson at least one day prior to the meeting shall be excused from that meeting; c) A Director may apply for a leave of absence
for a specified period.  During this leave, the Director will be excused from meetings held during the leave; d) Where a Director is
excused from a meeting, they will not be included in the determination for quorum.

Section 6:  In the event that a Director has three consecutive unexcused absences,the Board of Directors shall declare the position vacant.

Section 7:   At all meetings of the Board of Directors, each Director present will  be entitled to cast one vote on any motion coming before the
meeting. In the event of a tie, the motion is defeated.

Section 8:   At a meeting at which there is a quorum present, a simple majority affirmative vote of the Directors present is required to pass a
motion before the Board, unless otherwise stated in the by-laws.

Section 9:    Proxy voting will not be permitted.

Section 10:  Robert’s Rules of Order will be the authority for all questions of  procedure at any meeting of the Foundation.

ARTICLE VI    OFFICERS

Section 1:    The Officers of this Foundation will be the Chairperson of the Board  of Directors, the Vice Chairperson of the Board of Directors
and the appointed Secretary of the Foundation.

Section 2:    The Chairperson and Vice-Chairperson of the Foundation will be elected by the Board of Directors at its annual meeting.  These
Officers will serve a one-year term, but may be re-elected.

Section 3:   Any Officer may be removed with or without cause by the Board of Directors by a vote of a majority of the Directors.  The matter of
removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been given to
each Director and to the Officer affected at least ten days previously.

Section 4:    A vacancy in any office may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.

Section 5:   The Chairperson will preside at all meetings of the Board of Directors and have general supervision of the affairs of the Foundation.
This person will execute on behalf of the Foundation all contracts, deeds, conveyances, and other instruments in writing that may
be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the Foundation.  The
Chairperson shall  serve as an ex-officio on all committees of the Foundation.

Section 6:    The Vice-Chairperson will act in the absence of the Chairperson and perform duties as may be assigned by the Chairperson or the
Board of Directors.

Section 7:  The Secretary of the Board is responsible for a number of specific corporate functions including:  a)  Maintain the corporate records;
b) Provide notice of meetings of the Board of Directors and all other notices required by law or by these by-laws; c) Act as the
custodian of all books, correspondence and papers relating to the business of the Foundation; d) Present a full report to the Annual
Meeting of the transactions and affairs of the Foundation for the preceding fiscal year; e) Prepare and present to the Board of
Directors such other reports as   required.

ARTICLE VII    COMMITTEES

Section 1:   All committees of the Board of Directors will be chaired or co-chaired by a member of the Board of Directors.

Section 2:  The Board of Directors will have the following Standing Committees:

Executive Committee is composed of the Chairperson and Vice Chairperson of the Board of Directors.  The Chairperson shall also appoint one
other Director to serve on this committee immediately after each annual meeting.

Nominating Committee: a)  At least sixty days before the date of the annual meeting, the Chairperson of the Board shall appoint a Nominating
Committee comprised of at least two Directors. b) The committee shall utilize the following process for the    recruitment of Directors
to serve on the Board:  i)  The committee shall seek candidate(s) to fill vacancy(s)    ii)  Name(s) and supporting information shall be
submitted to the Board at the regular Board meeting one month prior to the Annual meeting, for information purposes     iii)  at the
Annual meeting, the committee shall present the name(s) and supporting information of candidates for the Board.

Program Committees are established by the Board of Directors and shall operate under Terms of Reference approved by the Board and be
chaired by a Director appointed by the Board Chairperson.

Project Committees are established by the Board of Directors and shall operate under Terms of Reference approved by the Board and be chaired
by a Director appointed by the Board Chairperson. Section 3:    The Chairperson of the Board may appoint ad hoc committees with terms of reference to address a specific purpose or mandate established by the Chairperson or the Board of Directors.  Such committees will be chaired by a Director appointed by the Board Chairperson.

ARTICLE VIII    MISCELLANEOUS

Section 1:    The Foundation shall indemnify and hold harmless any Director, Officer, or employee, or former Director, Officer, or employee,
from a suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her
capacity as a Director, Officer, or employee (except in cases involving willful misconduct).  The Foundation will purchase or procure
insurance for such purposes.

Section 2:    The Board of Directors may authorize any Officer or Officers of the Foundation, in addition to the Officers so authorized by these
By-laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Foundation.  Such
authority may be general or confined to specific instances.

Section 3:    All cheques, drafts, contracts, and other documents for payment of funds will be signed by such Officers or such other persons as
the Board of Directors may from time to time designate.  All documents will require two such signatures, at least one of which must
be that of an Officer of the Board of Directors and the other may be the approved designate(s) of the Executive Director.

Section 4:    The Foundation will keep correct and complete books and records of account and will also keep minutes of the proceedings of the
Board of Directors and committees.

Section 5:    The fiscal year end of the Foundation will be March 31.

ARTICLE IX    AMENDMENTS

The Board of Directors may amend these By-laws to include or omit provisions that it could lawfully include or omit at the time the
amendment is made.  Upon written notice of at least thirty (30) days, any number of amendments or an entire revision of the By-laws may           be submitted and voted upon at a meeting of the Board of Directors and will be adopted at such meeting of the Board of Directors upon receiving a majority vote of the members of the Board of Directors.

ARTICLE X    PUBLIC FOUNDATION

Not withstanding anything to the contrary, either expressed or implied, that is contained in these By-laws, the Foundation shall be a “Public         Foundation” within the meaning of the Federal Income Tax Act as is necessary to secure and maintain registration as a charitable
organization.

ARTICLE XI    DISSOLUTION

Upon the dissolution of the Foundation and after the payment or the provision for payment of all the liabilities and fulfillment of all other      obligations of the Corporation, the Board of Directors will dispose of  all of the assets by transferring them to a qualified done as described  in subsection 149.1(1) of the Income Tax Act.

 

CODE OF CONDUCT for the BOARD OF DIRECTORS

Preamble

To assist the Mont St. Joseph Foundation’s Board of Directors carry out its responsibilities, a code of conduct (herein after referred to as the “Code”) has been established.  For purposes of this document, the Code has been defined as a system of principles or rules.  Conduct refers both to one’s personal behavior and deportment as well as to stewardship in the execution of business.

Underlying this Code are the following principles:

• Members of the Board are equal in that each Trustee has one vote; • Members of the Board are equal in that each Trustee represents the common interest of the Foundation; • The conduct of each Trustee must at all time be, and be seen to be, above reproach.

THE CODE

Duties and Responsibilities

Every Board member shall exercise the powers and discharge the duties of the office honestly and in good faith and in the best interests of the Foundation and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

No Board Member shall use any information acquired through and during the exercise of his responsibilities as a Board Member for personal benefit or gain.

Confidentiality

No Board Member, during or after the Board Member’s term of office, shall disclose confidential information obtained while a member of the Board.

“Confidential information” includes, but is not limited to:

• Personal information as defined in subsection 23 (1), (2), and (3) of The Local Authority Freedom of Information and Protection of Privacy Act, without the consent of the individual to whom the information relates; • Information obtained in confidence from another party or source, unless that party or source consents; • Information, the release of which could prejudice, interfere with or adversely affect law enforcement or investigation; • The draft of a resolution or by-law; • Consultations or deliberations involving officers or employees of the Home; • Information related to contractual or other negotiations by or on behalf of the Home; • Information that relates to pending plans for the management of personnel or the administration of the Home or pending policy or budgetary decisions; • Information, the disclosure of which could reasonably be expected to result in an undue benefit or loss to a person; • Information which could threaten the safety or the physical or mental health of an individual; • Information that is subject to solicitor-client privilege.

In disclosing information, a Board member shall act honestly and in good faith and in the best interests of the Home.  The Trustee shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Conflict of Interest

Any Board Member who is directly or indirectly interested in any matter before the Board or any of its committees or who has an associate* who is directly or indirectly interested in any matter before the Board or any of its committees shall declare his interest and shall excuse him or herself from the meeting until discussion and voting (if applicable) on the matter has been completed.

Such conflicts include, but are not limited to:

• Any position or financial interest in any concern from which the Foundation or Home purchases services or goods or which is in competition with the Foundation or Home; • Any direct or indirect competition with the Foundation or Home in the purchase or sale of property, property rights or services; • Any governing body membership or management or consulting relationship with any concern that does business with or competes with the Foundation or Home; • Any other matter in which the individual’s ability to act in the best interest of the Foundation or Home may be compromised by a competing outside interest.

* “Associate,” as used in the Code, refers to a body corporate, a partner (other than a limited partner), a trust or estate, or the partner, spouse, child, parent or any other person who has the same residence as the Trustee.

Communication

Board members shall go through the appropriate channel, which is the Executive Director, when dealing with Foundation Staff.   Breach of the Code

The Executive committee of the Board will investigate any situation, actual or potential, in which a Board Member may be or appears to be in breach of the code.

If, following a review of the matter, the Executive Committee has reasonable cause to believe that a breach has occurred, it shall ensure that the matter is addressed by the Board at the next meeting of the Board.

Where a Board member has been found by the Board to be in breach of the Code, the Board shall determine the appropriate action to be taken.