A by-law relating generally to the transaction of the affairs of the Ontario Public Service Quarter Century Club (the "Corporation"), a corporation without share capital incorporated under the Ontario Corporations Act (Ontario Corporation Number 1036426).
| Membership |
| 4.0 | There shall be two types of memberships: a) Voting membership and b) Associate membership. The criteria for Voting membership in the Ontario Public Service Quarter Century Club are defined in 4.1 to 4.5 inclusive. The criteria for Associate membership are defined in 4.8 & 4.9: |
| | 4.1 | Every person who has twenty-five years of continuous service as a public servant with the Province of Ontario is automatically a voting member of the Corporation; |
| | 4.2 | Every person who has accumulated a total of twenty-five years of service as a public servant with the Province of Ontario shall be granted a voting membership in the Corporation upon providing evidence from his or her human resources branch of this accumulated service. |
| | 4.3 | For the purposes of section 4.1, "public servant" means: |
| | | ( i) a public servant as defined in the Public Service Act, |
| | | ( ii) an employee of a Schedule 1 or Schedule 4 agency as set out in the Management Board of Cabinet Directives, or |
| | | ( iii) an employee of the Legislative Assembly Office, the Office of the Ontario Auditor General, the Office of the Premier, the Niagara Parks Commission, or the Ontario Lottery Corporation. |
| | 4.4 | For the purposes of section 4.1, "continuous service" means continuous service from the date used to determine vacation entitlements or the date of continuous service. |
| | 4.5 | The board of directors may add any group of crown employees of the Province of Ontario, or other related group not included in subsection 4.3, or remove any group of crown employees who are not "public servants" within the meaning of the Public Service Act, and its decision shall be final. |
| | 4.6 | The Board may, where extraordinary circumstances are shown, grant a Voting or Associate membership to a person who is not otherwise eligible. |
| | 4.7 | Where the Board, having given a member an opportunity to be heard, finds the conduct of that member has discredited the Corporation or the Ontario Public Service, it may revoke or suspend the membership of that member. |
| | 4.8 | An employee, or a retired employee entitled to a pension, who has ten or more years of public service, shall be considered as Associate Member provided he or she is an employee or a retiree of any organization recognized by the Corporation as an affiliated or an associated organization, including all organizations of the OPS. |
| | 4.9 | The spouse/partner of a Voting or an Associate Member will have the status of an Associate Member in the event of death or separation of the Voting/Associate Member. |
| 5.0 | Every member in good standing is entitled: |
| | 5.1 | to attend any meeting of the Corporation |
| | 5.2 | Only Voting members to vote at any meeting of the Corporation |
| 6.0 | Each Voting member is entitled to one vote and a simple majority of members voting shall rule but, the chair of the meeting shall not vote, except where necessary to break a tie vote. |
| 7.0 | Membership shall cease: |
| | 7.1 | upon death of a member and no spouse/partner steps forward to request Associate membership. |
| | 7.2 | if the member resigns by writing or emailing to the secretary; or |
| | 7.3 | if the member no longer qualifies for membership in accordance with the by-laws. |
| Meetings |
| 8.0 | The annual general meeting (AGM) of the Corporation shall be held no later than 18 months after the incorporation and no later than 15 months after the last annual general meeting in subsequent years. The following business shall be conducted at the annual general meeting: |
| | 8.1 | reading of the financial reports; |
| | 8.2 | A nominating committee of the board shall present a slate of directors for election of the directors at the AGM. |
| | 8.3 | appointment of auditors and fixing or authorizing the board to fix the remuneration of the auditors; and |
| | 8.4 | any other business that may properly be brought before the meeting. |
| 9.0 | The directors may, from time to time, call a general meeting of the corporation. |
| 10.0 | The directors shall call a general meeting of the Corporation upon the written petition of 50 Voting members and the meeting shall consider only the business specified in the notice of the meeting or petition. |
| 11.0 | Notice of the annual general meeting or of a general meeting, shall be given to the members by the secretary at least 7 days before the date of the meeting. |
| 12.0 | Quorum for the annual general meeting or for a general meeting of the Corporation shall be a minimum of 50 Voting members of the Corporation present in person. |
| 13.0 | Any meeting of the Corporation may be adjourned to any time and from time to time. No notice shall be required for any adjournment. An adjournment may be made with or without a quorum being present. |
| Notices |
| 14.0 | Any notice required to be given under the Act, the Letters Patent, the by-laws or otherwise by a member, director, officer or auditor shall be deemed to have been given if: |
| | 14.1 | delivered personally to the person to whom it is to be given; |
| | 14.2 | delivered to the person's address as recorded in the Corporation's records; |
| | 14.3 | mailed to the person's address as recorded in the Corporation's records by prepaid ordinary mail; or |
| | 14.4 | sent to the person's address as recorded in the Corporation's records by any means of prepaid transmittal, delivery or recorded communication. |
| | A notice shall be deemed to have been given when it is delivered personally or to the person's address, or 3 days after it was mailed or transmitted. |
| 15.0 | The notice shall specify the business to be attended to at the annual general meeting, the general meeting or the meeting. |
| Board of Directors |
| 16.0 | The affairs of the Corporation shall be managed by a board of directors of 8 or more directors. |
| 17.0 | The board of directors shall appoint from among themselves a president, vice president, secretary-treasurer who shall serve until the next annual general meeting or until he or she is removed from office by resolution of the board of directors. The positions of secretary and treasurer may be combined into one position where the directors consider it appropriate. The immediate past president shall be a member of the board. The board may appoint a general manager. |
| 18.0 | The directors may, on behalf of the Corporation, exercise all the powers that the Corporation may legally exercise under the Act, the Letters Patent or otherwise, unless the directors are restricted by members from exercising those powers. These powers include, but are not limited to, the power: |
| | 18.1 | to enter into contracts or agreements; |
| | 18.2 | to make banking and financial arrangements; |
| | 18.3 | to execute documents; |
| | 18.4 | to direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the Corporation; |
| | 18.5 | to purchase, lease or otherwise acquire, sell, exchange or otherwise dispose of real or personal property, securities or any rights or interests for such consideration and upon such terms and conditions as the directors may consider advisable; and |
| | 18.6 | to purchase insurance to protect the property, rights and interests of the Corporation and to indemnify the Corporation, its members, directors and officers from any claims, damages, losses or, costs arising from or related to the affairs of the Corporation. |
| 19.0 | Each director shall be a member of the Corporation at the time of his or her election or appointment, or within 10 days of election or appointment and shall remain a member throughout his or her term of office. A director shall be at least 18 years of age. A director may not be an undischarged bankrupt. |
| 20.0 | Each director shall be elected to hold office until the first annual general meeting after he or she was elected or until his or her successor shall have been duly elected. All directors shall retire at each annual general meeting, but each is eligible for reelection if he or she is otherwise qualified to be a director. |
| 21.0 | The directors may appoint a director to fill a vacancy, provided that a quorum of directors remains in office. If there is no quorum of directors, the remaining directors shall call a general meeting of the Corporation to fill the vacancies. |
| 22.0 | The board may, from time to time, appoint an ex-officio representative from an affiliated agency to sit on the board. |
| 23.0 | The members of the Corporation may elect a director or directors, as the case may be, by a show of hands or by ballot if requested by a member. |
| 24.0 | The members of the Corporation may remove a director by a resolution passed by at least two-thirds of the votes cast at a general meeting for which notice was given and may by a majority of votes cast elect at that general meeting any person who is qualified to be a director in his or her stead for the duration of the term. |
| Nominating Committee |
| 25.0 | At least thirty days before the annual general meeting, the board shall appoint a Nominating Committee chaired by the Past President and at least two members of the Corporation. |
| 26.0 | The Nominating Committee shall prepare a report of its nominations for the next year's board and present the report at the annual general meeting. |
| 27.0 | Nominations from the Voting membership will be presented to the AGM if nominations are received at least 48 hours before the AGM by the President and if nominations are supported and signed by at least 12 Voting Members and the nominee has indicated acceptance; If an election is required the vote will be by written ballot at the AGM with only Voting members voting. This provision shall only take effect at the next Annual General meeting. |
| Meetings of the Directors |
| 28.0 | A quorum for a meeting of the board of directors shall be 4 directors. The board may hold its meetings at any place in Ontario as it may, from time to time, determine. |
| 29.0 | Meetings of the board may be called by the president, the vice president, the secretary or any two members of the board. |
| 30.0 | No formal notice of any meeting of the board shall be necessary if all the elected directors are present or if those absent have indicated their consent to the meeting being held in their absence. |
| 31.0 | The board may appoint a day or days in any month or months for regular meetings at an hour to be named. If regular meetings are scheduled, no additional notice is required. A meeting of directors may also take place without notice immediately after an annual general meeting or a general meeting to transact any business. |
| 32.0 | No error or omission with respect to notice for a meeting of the board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting. |
| 33.0 | The directors shall vote on any resolution arising at any meeting of the board. A majority of votes shall decide the resolution. In case of a tie vote, the chair of the meeting shall have a casting vote in addition to his or her original vote. |
| 34.0 | A declaration by the secretary that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number of proportion of the votes recorded in favour or against any resolution. |
| Officers |
| 35.0 | The officers of the Corporation shall have the following duties: |
| | 35.1 | President - chair all meetings of the Corporation and of the board, when present in person and able; have general supervision of the affairs of the Corporation; sign all by-laws and execute any documents with the secretary; perform any other duties which the board may, from time to time, assign; |
| | 35.2 | Vice President - exercise any or all of the duties of the president in the absence of the president or if the president is unable for any reason to perform those duties; and perform any other duties which the board may, from time to time, assign; |
| | 35.3 | Secretary - keep and maintain the records and books of the Corporation, including the registry of officers and directors, the registry of members, the minutes of the annual general meeting, general meetings and meetings of the board, the by-laws and resolutions; have custody of the corporate seal; certify copies of any record, registry, by-laws, resolution or minute; give any notices required for the annual general meeting, general meetings and meetings of the board of directors; and perform any other duties which the board may, from time to time, assign; |
| | 35.4 | Treasurer - or his/her designate shall keep and maintain the financial records and books of the Corporation; countersign all cheques or other payments with the president or the vice-president, as the case may be; assist the auditor in the preparation of the financial statements of the Corporation; and perform any other duties which the board may, from time to time, assign; and |
| | 35.5 | General Manager - if appointed and in accordance with the board's directions and requirements, provide direction to the Corporation staff in carrying out the day-to- day administration of the Corporation; review, approve and pay all valid invoices; maintain an up-to-date database of members; provide administrative support for the meetings of the board of directors; maintain ongoing liaison with the Corporation partners; provide the auditor with the required financial information; complete all arrangements for the Corporation's annual general meeting, including preparation of the Treasurer's Report and the Annual Report; such other duties which the board may, from time to time, assign. |
| Indemnification |
| 36.0 | The Corporation shall indemnify and save harmless the directors, their heirs, executors and administrators, and estates and effects, respectively from time to time and at all times from and against: |
| | 36.1 | all costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office; and |
| | 36.2 | all other costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to the affairs except costs, charges or expenses thereof as are occasioned by his or her own willful neglect or default. |
| Remuneration of Directors and Conflict of Interest |
| 37.0 | The directors of the Corporation shall serve without remuneration and a director of the Corporation shall not, either directly or indirectly, enter into a contract with the Corporation. |
| 38.0 | If a director of the Corporation intends to enter into a contract or proposed contract with the Corporation, either directly or indirectly, the director shall: |
| | | (i) declare his or her interest in such contract at the first meeting of the directors after which he or she became interested or aware of any such interest; |
| | | (ii) request that his or her declaration be recorded in the minutes of the meeting; and |
| | | (iii) resign from the board of directors prior to any consideration and vote on any resolution of the board concerning the contract or proposed contract. |
| | | (iv) if a director of the corporation has a real or potential conflict of interest, then that Board member shall disclose, in a timely fashion, the conflict in a letter to the President. The President shall bring the documentation to the next meeting of the Board or call an emergency meeting to address the issue. |
| Confidentiality |
| 39.0 | A director of the Corporation shall not disclose confidential information, make copies of confidential documents or communicate any confidential information or knowledge acquired during his or her term as a director to any third party. |
| 40.0 | Following his or her term in office, a director shall not disclose or use any material or information belonging to the Corporation, its partners or suppliers without the written consent of the Corporation for such disclosure or use. |
| Honorary Offices |
| 41.0 | The Lieutenant Governor of Ontario is a patron of the Corporation. |
| 42.0 | The Premier of Ontario is the Honorary President of the Corporation. |
| Capital Reserves |
| 43.0 | In any one fiscal year the board may approve a drawing on the capital reserves of the Corporation of no more than 10 per cent of the capital reserves existing at the time of the drawing. A drawing of more than 10 per cent of the capital reserves of the Corporation may be done only upon the vote of at least two-thirds of the membership at the annual general meeting or at a general meeting called for that purpose. |
| Banking Arrangements |
| 44.0 | The board shall designate the officers and any other persons who are authorized to transact the banking affairs of the Corporation. A banking resolution shall be passed by the board which shall provide to the designated officer or other person the power: |
| | 44.1 | To operate the Corporation's accounts with the financial institution; |
| | 44.2 | to make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any cheque, drafts, acceptances, bills of exchange and orders for the payment of money; |
| | 44.3 | to issue receipts for and orders with respect to the property of the Corporation; |
| | 44.4 | to execute any agreements with respect to the banking affairs of the Corporation; |
| | 44.5 | to authorize any officer of the financial institution to do any act or thing on the Corporation's behalf to facilitate the banking affairs. |
The QCC has prepared this Privacy Statement as a means of informing
you of our continuing commitment to ensuring the confidentiality and safe-keeping
of the personal information received from our members and associates.
1. The QCC only collects, uses or discloses personal information
for the purpose of fulfilling its mandate:
3. This information is:
5. You can review and correct your information by calling or
writing the QCC office.
6. Every member and associate who calls or writes to complain
about any subject related to our business operations will
receive a response in a fair, accurate and timely manner.
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