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

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

INTERPRETATION

In these By-laws:

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

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

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.
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.
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;

ARTICLE I PURPOSE

Section 1: Support Mont St. Joseph Home Inc. efforts to provide long term care services to the people living in Mont St. Joseph Home. This support shall come in the form of funds to enrich or provide program opportunities that may not be supported through Government grants and/or Resident fees.

Section 2: Support Mont St. Joseph’s Home Inc. efforts to acquire furnishings and equipment to enhance the safety, comfort, dignity and living standards of those living in Mont St. Joseph Home;

Section 3: Inform and advocate with the general public the successes and challenges and importance of providing safe, holistic and compassionate care to the people who live in Mont St. Joseph Home;

Section 4: 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

Section 1: 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

Section 1: 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 the Board, not fewer that eight (8) and not more that thirteen (13) individuals who shall become the Directors of the Board.

Section 2: Directors shall 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 shall occur as an item of business at the Annual meeting of the Foundation. Directors shall 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 a Director to serve the uncompleted term at a Regular meeting

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 shall 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 removal is considered.

Section 7: No remuneration shall 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 shall be allowed for travel, accommodation and meals should a Director be required to attend a function or meeting on behalf of the Foundation.

Section 8: At the discretion of the Board of Directors, a Chief Executive Officer 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 shall be guided by a “Code of Conduct” that shall 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 shall be held within ninety (90) days following the end of the fiscal year for the purpose of electing Officers and Directors, presenting the audit financial statement and the annual report.

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

Section 3: The Board of Directors shall 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 shall 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 Chief Executive Officer or the Chairperson at least one day prior to the meeting will be excused from that meeting;

(c) A Director may apply for a leave of absence for a specified period. During this leave, the Director shall be excused from meetings held during the leave;

(d) Where a Director is excused from a meeting, they shall 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 shall 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: Bourinot’s Rules of Order shall be the authority for all questions of procedure at any meeting of the Foundation.

ARTICLE VI OFFICERS

Section 1: The Officers of this Foundation shall be the Chairperson of the Board of Directors, the Vice Chairperson of the Board of Directors and an additional Director elected by the Board

Section 2: The Chairperson, Vice-Chairperson and an additional Director from the Foundation shall be elected by the Board of Directors at its Annual meeting. These Officers shall 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 uncompleted portion of the term.

Section 5: The Chairperson of the Board shall:

Call and preside at all meetings of the Board;
appoint an ad hoc Nominating Committee;
be an ex-officio member of all committees of the Foundation;
communicate regularly with the Chief Executive Officer regarding such matters as Board meetings, agendas and other matters relating to the office of the Chief Executive Officer;
act as a liaison of the Board with the Home;
Represent the Foundation at public and official functions.

Section 6: The Vice-Chairperson shall 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 Third Officer shall have the power to perform all the duties of the Chairperson in the absence or disability of the Chairperson and Vice Chairperson, together with such other duties as may from time to time be assigned by the Board.

Section 8: The Chief Executive Officer is responsible to the Board of Directors and shall report to it regularly.

(a) This individual is charges with general management and supervision of the affairs and operations of the Foundation.

(b) The CEO shall act as the Secretary/Treasurer and be an ex-officio member of the Board, without a vote, at all Board meetings.

(d) When the CEO is not available to discharge this duties or responsibilities, they shall appoint another person to do so. In the event the Chief Executive Officer is unable to carry out their duties, the Chairperson of the Board shall designate an alternate and announce this temporary appointment at the next regular meeting of the Board.

(e) The Chief Executive Officer, as the Secretary/Treasurer of the Board, will ensure that a system is in place to;

- retain minutes and records of all meetings of the Foundation;
- forward minutes of the Board meetings and significant documents;
- notify Directors of regular and special meetings on order of the Chairperson;
- file annually with the registrar of companies;
- perform such other duties as the Board may direct.

ARTICLE VII COMMITTEES

Section 1: All committees of the Board of Directors shall be chaired or co-chaired by a Director 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 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

iv) at the Annual Meeting, any Director can submit an individual(s) for election as a Director for the Board of Directors. The individual(s) must have provided written permission for the name to be put forward.

Program and 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 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 Director 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 shall be signed by such Officers or such other persons as the Board of Directors may from time to time designate. All documents 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 Chief Executive Officer.

Section 4: The Foundation shall keep correct and complete books and records of account and shall 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

Section 1: 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 Directors of the Board of Directors.

ARTICLE X PUBLIC FOUNDATION

Section 1: 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 X1 DISSOLUTION

Section 1: 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 shall dispose of all of the assets by transferring them to a qualified donee as described in subsection 149.1(1) of the Income Tax Act.

THE MONT ST. JOSEPH FOUNDATION INC.

CODE OF CONDUCT

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:

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

THE CODE

Duties and Responsibilities:

Every Director 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 Director shall use any information acquired through and during the exercise of their responsibilities as a Director for personal benefit or gain.

Confidentiality

No Director, during or after his term of office, shall disclose confidential information obtained while a Director 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 Foundation or Home;
Information related to contractual or other negotiations by or on behalf of the Foundation or Home;
Information that relates to pending plans for the management of personnel or the administration of the Foundation or 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 Director shall act honestly and in good faith and in the best interests of the Foundation. The Director shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Conflict of Interest

Any Director 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 himself 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 Director.

Communication

Directors shall go through the appropriate channel, which is the Chief Executive Officer, when dealing with the Foundation’s staff.

Breach of the Code

The Executive committee of the Board will investigate any situation, actual, potential or perceived, in which a Director 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 Director has been found by the Board to be in breach of the Code, the Board shall determine the appropriate action to be taken.

Incorporated: March 1989 Revised: September 2022