BCCNS By-Laws: Revised Apr 10, 2018
BELLS CORNERS CO-OPERATIVE NURSERY SCHOOL
Revised February, 1989
As Ratified April 28, 1993
Revised September 1, 1993
Revised February 23, 1994
Revised August 31, 1994
Revised February 21,1995
Revised August 28, 1996
Revised June 15, 1997
Revised March 22, 2001
Revised May 2, 2001
Revised May 14, 2002
Revised May 10, 2005
Revised May 11, 2006
Revised Sept 1, 2008
Revised February 13, 2013
Revised March 31, 2018
Revised April 10, 2018
Note: Due to BCCNS’ status as a Registered Charity, a cooperative organization, a non-profit and a nursery school, all by-laws should be written in compliance with the following regulations and acts: CRA policies for Registered Charities, Ontario Not-for-Profit Corporations Act, Ontario Co-operative Corporations Act and Ontario’s Childcare and Early Years Act.
Table of Contents
There shall be a cooperative nursery school located at the following address:
3955 Richmond Road, Nepean, Ontario, K2H 5C5
This nursery school shall be known as the Bells Corners Cooperative Nursery School.
The seal, an impression hereof is stamped in the margin hereof, shall be the seal of the cooperative.
The cooperative nursery school will create an environment in which parents and teachers work together to provide quality care and early childhood education. The needs rights and concerns of the children, parents and teachers will be given equal emphasis to create an atmosphere conducive to learning.
2.1.1 A member shall be admitted to the nursery school when it has been determined that he/she has met all eligibility requirements as follows:
a) Full payment of the Membership Fee;
b) Completion of school Registration Package; and,
c) Current payment of monthly tuition fees;
Membership in the nursery school will be restricted to availability of program space and on a first come, first served basis.
Fulfilment of the above requirements constitutes membership. Each member shall be informed, in writing, by the school Registrar of their admission as a member.
2.1.2 Payment of a pre-determined Membership Fee is required in order to be admitted to the nursery school. This membership fee is a single payment for each family regardless of the number of children within that family to be registered in the school. Payment of this fee entitles the registered family to one vote.
An individual shall be considered an associate member of the school through the following:
Associate members can assume responsibilities approved by the Executive Board including but not limited to Financial Advisor and Committee Chairs. Associate Members are considered non-voting members. The general membership criteria do not apply to Associate members. There will be a maximum of 2 Associate members at any given time per year.
The nursery school program year runs from September to June. The term of membership begins upon fulfilment of the eligibility requirements as outlined in Article 2.1 and continues through to the end of the school program year or upon withdrawal.
2.3.1 The membership is governed by the By-laws of the co-operative nursery school. Members have the right to attend any and all special or general meetings called by the Executive of the nursery school.
2.3.2 Ten (10) percent of the members of the nursery school may requisition the Executive Officers to call a general membership meeting for the purpose of passing any Bylaw or resolution.
The requisition shall set out the Bylaw or resolution that is required to be passed at the meeting and shall be signed by the requisitions and deposited at the head office of the nursery school.
Upon deposit of the requisition the Executive Officers must call a general membership meeting for the purpose of passing the Bylaw. The Bylaw must be ratified by a two-thirds majority vote to be confirmed.
If the Executive Officers fail to call a general meeting within twenty-one (21) days of the deposit of the requisition, the requisitioners may call a general meeting for the purpose of passing the Bylaw and the meeting must be held within sixty (60) days of the date of deposit of the requisition.
Members must receive ten (10) days written notice of the meeting called by the requisitions and written notice of the Bylaw, as per Article 3.2 of these Bylaws.
If the resolution of a Bylaw is passed by a two-thirds majority vote at the general meeting called by the requisitions it is valid and effective.
2.3.4 As a cooperative nursery school, there are responsibilities that members must fulfil, unless a family is non-participating. These are:
a) All members will assist in the classroom on a rotational basis, referred to as Duty Days;
c) All members will attend two (2) mandatory meetings in a given school year, these are:
i) Fall Orientation
iii) Spring Annual General Meeting
As well, members may be required to attend and vote at Special Meetings called at the discretion of the Executive; and,
d) All members will participate in the maintenance and general operation of the nursery school, through involvement on committee(s), as per Article 6.
e) All members must adhere to the policies and procedures of the nursery school as outlined in the school Policies and Procedures Manual and/or as specified in the Registration Package.
If a member wishes to withdraw his/her child(ren) from the nursery school, one full calendar month's written notice must be given to the school Registrar. Written notice must be received by the first day of a month (e.g., November 1st) to be considered effective for the 1st day of the following month (e.g., December 1st). Mid-month withdrawals will not be accepted.
A verbal message of withdrawal is not considered official notification. Refund or forfeiture of remaining tuition fees is governed by the Withdrawal Policy outlined in the school Policies & Procedures Manual and Registration Package.
The member shall be informed, in writing, by the school Registrar, of confirmation of the child(ren)'s withdrawal. This written confirmation of withdrawal will specify the agreed upon date of the child(ren)'s last day of school; at which time all interests and votes of the member cease to exist. Said confirmation of withdrawal constitutes acceptance by the school of membership resignation.
The Executive reserves the right to have a child withdrawn from the nursery
If the Executive deems expulsion to be necessary, written notification from the President to the member will be given. A verbal message of expulsion is not considered official notification. Upon expulsion, any remaining monthly tuition fees will be returned and all membership rights and responsibilities cease.
3.1.1 All meetings of members shall be held at the Head Office of the cooperative or at any place within Ontario as determined by the Executive or using electronic means (such as teleconferencing).
3.1.2 There will be two (2) mandatory general membership meetings in a given school year, these are:
i) Fall Orientation
iii) Spring Annual General Meeting
As well, members may be required to attend Special Meetings called at the discretion of the Executive.
3.1.3 The President or, in his or her absence, the Vice-President shall preside as Chair at a meeting of members, but, if there is no President or Vice-President or if at a meeting neither of them is present within fifteen minutes after the time appointed for the holding of the meeting, the members present shall choose a person from their number to be the Chair.
3.1.4 The President may designate a non-member of the nursery school to act as the chair of a members’ meeting. Section 4.1.1 covers non-members.
The nursery school shall provide a minimum of ten days notice for annual or other meetings of members. Notice of the time and place for holding a meeting of the members shall be posted in the nursery school and written notice will be given to each member.
3.3.2 The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitioners and deposited at the Head Office of the nursery school.
3.3.3 Upon deposit of the requisition, the Executive Officers shall forthwith call a General Meeting of the members for the transaction of the business stated in the requisition.
3.3.4 If the Executive Officers do not within thirty (30) days from the date of the deposit of the requisition call and hold the meeting, any of the requisitioners may call the meeting, which shall be held within sixty (60) days from the date of the deposit of the requisition.
3.3.5 Members must receive ten (10) days written notice of the meeting called by the requisitions, as per Article 3.2 of these Bylaws.
3.4.1 Upon the requisition in writing of five (5) percent of the members of the nursery school, the Executive shall:
a) give members notice of any resolution that may be properly moved or is intended to be moved at that meeting; or
b) circulate to the members entitled to vote a statement of not more than 1000 words with respect to the matter referred to in any proposed resolution.
3.4.2 Members must receive the resolution or statement or both, ten (10) days in advance of the meeting, as per Article 3.2 of these Bylaws or as soon as is feasible thereafter.
3.5.1 Each registered family is entitled to one vote on each Question arising at any Special or General Meeting of the members for the duration of the membership term, as defined in Article 2.2.
3.5.2 Questions arising at any meeting of the members shall be decided by a majority of votes cast. Notwithstanding this, a vote to ratify a Bylaw or to dismiss an Officer shall require a two-thirds majority vote. The Chair presiding at the meeting has a second or casting vote in the case of an equality of votes.
3.5.3 Unless a poll is requested, an entry in the minutes of a meeting of members declaring a motion to be carried is sufficient proof that a motion was carried. No recording of the number or proportion of votes is required.
Any member may request polling on any question at any time during a meeting at which point the votes will be counted and recorded in favour and/or against the motion.
3.5.4 Voting by mail or electronically by direct invitation is permitted.
Advance voting will be accepted only in circumstances when the Question to be voted on has been posted in writing in advance of a General Meeting, such as in the case of an Election of Executive Officers.
If it is impossible for a member to attend a General or Special Meeting, then that member may register his/her vote in advance electronically by direct invitation by the due date stated in the invitation (all members will be provided a direct invitation).
A quorum must be present at the beginning of a General Meeting and continue throughout the entire meeting in order to process valid decisions. Quorum for a General Meeting of the nursery school is twenty-five (25) percent of the total registered members. Valid proxy votes submitted in accordance with the requirements of section 3.6 will be included in the calculation of quorum.
If, at any annual or other meeting of the members, a quorum is not present within sixty (60) minutes of the time for which the meeting is called, the presiding Executive Officer shall adjourn the meeting to a date not less than seven (7) days and not more than fifteen (15) days thereafter. The decision to adjourn shall be binding on the cooperative providing that at least two (2) members are present. Notice of the adjourned meeting shall be given to the Secretary.
If a meeting is convened upon requisition of the members and quorum is not present within sixty (60) minutes, the meeting shall be dissolved.
The affairs of the nursery school shall be governed by an elected Board of Directors named the Executive. The Board of Directors shall also include a non-elected voting position for the Program Director. This Executive shall perform the duties prescribed by the nursery school Bylaws. Eligibility to be an Executive officer of the cooperative is governed by the following:
4.1.1 Up to 20% of the Board of Directors may be non-members of the nursery school. However, these non-members of the nursery school do not count towards the determination of quorum, either at Board or at members’ meetings.
4.1.2 No person under eighteen years of age shall be a director of the cooperative.
4.1.3 No person against whom receiving orders have been made or who have made an assignment under the Bankruptcy and Insolvency Act, and are undischarged from such bankruptcy.
4.1.4 No persons who, pursuant to an order, are declared to be mentally incompetent persons or incapable of managing their affairs.
The elected Executive Officers of the nursery school shall be:
Job Descriptions of Executive Officer positions to follow in Article 5 of the nursery school Bylaws.
4.3.1 The Officers shall be elected at the Spring Annual General Meeting.
4.3.2 The Officers shall be nominated by means of a Nomination Form or written notification signed by two (2) nursery school members. This Nomination Form must be submitted to and received by the Nominating Committee ten (10) days prior to the date of the election(s). At this time, the slate of nominees will be posted in the nursery school for the information of members.
Nominations from the floor of the Annual General Meeting will be accepted for any position that does not have a person nominated for as long as there are two individuals present who support this nomination.
4.3.4 Officer candidates may be acclaimed where there is a situation where the number of people standing for election is the same or fewer than the number of seats available. The full election process does not need to be carried out in this case.
4.3.5 No one member may hold more than one Executive Officer position at any one time.
4.3.6 The Officers shall serve a two (2) year term of office commencing at the duly called Executive Meeting in the month of May following the Spring Annual General Meeting. All executive positions will terminate after the two (2) year term at the May Executive Meeting regardless of the date an individual is elected or appointed.
4.3.7 An individual may be elected or appointed in the same position a maximum of 2 consecutive terms of office for a maximum of four (4) consecutive years.
4.3.8 A person who is elected or appointed to an Executive Office is not an Officer unless, the person was present at the meeting he/she was elected or where the person was not present at the meeting, the person consented to act as an Officer in writing before his/her election or appointment or within (10) days thereafter.
There will be a monthly Executive Meeting (minimum of 8 per year) called by the President. In addition, a quorum of the Executive Officers may, at any time, call a meeting of the Executive for the transaction of any business, the general nature of which is specified in the notice calling the meeting.
The President or, in his/her absence, the Vice-President shall preside as Chair at a meeting of the Executive, but if there is no President or Vice-President present within 15 minutes after the time appointed for the holding of the meeting, the Executive Officers present shall choose a person from their number to be the Chair, providing quorum remains.
The meetings of the Executive shall be held at the Head Office of the cooperative or at any place within Ontario where all the Executive Officers have consented. All Executive Officers will be given ten (10) days notice of all scheduled meetings.
Where all the Executive Officers have agreed, any Officer may participate in a meeting of the Executive by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and an Officer participating in a meeting shall be deemed to be present in person at that meeting. Questions arising at any meeting of the Executive shall be decided by a majority of votes cast.
A quorum must be present at the beginning of an Executive Meeting and continue throughout the entire meeting in order to process valid decisions. Quorum for an Executive meeting of the nursery school is ⅔ of the filled positions.
4.6.1 An Executive Officer position shall be vacated when:
a) if by notice in writing to the nursery school he/she resigns the office; or
b) if the Officer is dismissed as outlined in Article 4.7.
4.6.4 If an Executive Officer fails to attend two (2) consecutive monthly Executive meetings, without reasonable cause, a review by the Executive will be made to determine if such a person should continue in that position and/or forfeit voting privileges. This does not reverse the voting status of the position, only the individual. Reinstatement of voting privileges will be subject to Executive review.
4.7.1 The Executive has the power to dismiss an Executive Officer:
a) if he/she ceases to have the necessary qualifications;
b) if any of the eligibility restrictions outlined in Article 4.1 are applicable, or become applicable, to the Officer;
c) if he/she is found to wilfully misrepresent the nursery school with malice aforethought.
4.7.2 The members may, by resolution passed by a two-thirds majority of the votes cast at a General Meeting duly called for that purpose, remove any Officer before the expiration of his or her term of office and may, by a two-thirds majority of the votes cast at the meeting, elect any qualified person in his or her stead for the remainder of the term.
The Executive shall manage or supervise the management of the affairs and business of the nursery school, which will include:
a) Making expenditures deemed necessary;
b) Putting forward for approval financial statement to the General Membership at the Annual General Meeting;
c) Issuing Bylaws for the school, subject to ratification at the Annual General Meeting;
d) Conducting all staffing requirements, such as recruitment and selection of personnel, performance appraisals and termination, if applicable; and,
e) Applying for and administering all applicable and available funding and/or grants provided by appropriate Ministerial bodies e.g., Ministry of Community and Social Services.
Executive decisions are binding on all members unless otherwise stipulated in the nursery school Bylaws.
Every Executive Officer of the cooperative shall exercise the powers and discharge the duties of his/her office honestly, in good faith and in the best interests of the nursery school, and shall exercise the degree of care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances.
The nursery school provides that every Executive Officer may be indemnified and saved harmless by the cooperative from and against any liability and all costs, charges and expenses that the Executive Officer sustains or incurs in respect of the nursery school or of any action, suit or proceeding that is proposed or commenced against him or her in respect of anything done or permitted by the Officer in respect of the execution of the duties of the position.
No Executive Officer of the nursery school shall be indemnified by the cooperative in respect of any liability, cost, charges, or expenses that he or she sustains or incurs or action, suit or other proceeding as a result of which the Officer is adjudged to be in breach of any duty or responsibility imposed upon him or her under these Bylaws.
The nursery school will purchase and maintain insurance for the benefit of an Executive Officer, except insurance against a liability, cost, charge or expense of the Officer incurred as a result of a contravention of this section 4.10.
The Executive Officers shall serve without remuneration and no Officer shall directly or indirectly receive any profit from his/her position as such provided that an Officer may be paid or reimbursed for reasonable expenses incurred by him/her in the performance of the duties of the position.
As voted by the membership at the AGM of April 2016, Executive Officers will be offered an incentive in the form of a discount on one June tuition per officer of $50 to $150, depending on the responsibility level of their role.
The Executive Officers shall perform all and any such duties necessary for the continued and effective operation of the nursery school, in compliance with the nursery school Bylaws. These duties include but are not limited to the following:
The President shall:
The Vice-President shall:
The Treasurer shall:
The Co-Treasurer shall:
The Secretary shall:
The Director of Fundraising shall:
The Director of Corporate Giving shall:
The Director of Marketing shall:
The Registrars shall:
The General Director shall:
5.3.1 In case of the absence or inability to act of any Executive Officer of the cooperative or for any other reason that the Executive may deem sufficient, the Officers may delegate any or all of the powers of that Officer to any other Officer temporarily, provided that a majority of the Executive Officers concur.
The Executive may from time to time, as deemed necessary, appoint committees
consisting of such number of members as may be deemed desirable and may prescribe their duties.
Any committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. With the exception of the Human Resources Committee and the Police Records Check Select Committee, the committees are only empowered to make recommendations to the Executive and cannot make resolutions.
The members of the Standing Committees are determined at the beginning of the term of office for the new Executive (May) at a scheduled Executive Meeting. The President is considered to be a member of all committees, with the exception of the Nominating Committee, and may attend all meetings without invitation.
6.2.1 Human Resources Committee
This committee is responsible for all employment related activities of the nursery school including, but not restricted to, the following: recruitment, selection, performance evaluation and termination. There will be a minimum of three (3) and a maximum of five (5) members serving on this committee, one of whom must be the President and one of whom must be the Program Director or a staff representative selected by the staff. This committee is empowered to make resolutions without requiring full Executive approval.
6.2.2 Nominating Committee
This committee will oversee the recruitment of individuals to replace outgoing Executive Officers and ensure that nominees have completed the Nomination Form. The committee will ensure that all nominees are members of the nursery school in good standing, i.e., have paid all fees. There will be a minimum of two (2) members serving on this committee, both of whom must be Executive Officers and cannot include the President or staff members.
This committee is responsible for reviewing the circumstances and issues when staff and executive cannot reach a decision, this committee is responsible for reviewing the circumstances, issues etc., and coming up with solutions to present to the Executive. There will be three (3) Executive members (including Teacher Representatives and Program Director) serving on this committee, one of whom must be the President.
This committee is responsible for the ongoing administration of the Police Records Check (PRC) Policy and compilation of PRC results. The committee compiles the police findings and provides them to the person(s) concerned. In the event of “positive” findings from the police, the Select Committee will hold one or more meetings to determine an individual’s eligibility to be a staff member, co-op student, duty parent, field trip driver/supervisor and volunteer. The process is governed by the school “Police Records Check Policy” and “Implementation Guidelines”. There will be three (3) members serving on this committee, two of whom will be the Registrars. All of who must be current Executive Officers or the Program Director. This committee is empowered to make resolutions without
requiring full Executive approval.
6.2.5 Finance Committee
This committee is responsible for the review of the finances of the school and preparing a proposed budget to govern the school for the fiscal year. The budget approval process with Executive and Members is governed by the “Budgeting Policy” outlined in the school Policies and Procedures Manual. There will be a minimum of two (2) and a maximum of (3) members serving on this committee, one of whom must be the President and one of whom must be the Treasurer.
This committee is responsible for drafting any new policies. Once drafted these policies will be presented to the Executive Board for approval. The committee will ensure that the Policy and Procedures Manual is updated. The Vice-President will track any changes, which affect the bylaws of the school and present them to the membership at the next General Membership Meeting. The bylaws will then be changed to reflect the new policy. The Vice-President will chair this committee. There will be a minimum of two (2) and a maximum of three (3) members serving on this committee.
All members are responsible for participation in non-executive volunteer roles unless a family is non-participating. The volunteer roles and descriptions are outlined in the registration form.
Contracts, documents or any instruments in writing requiring the signature of the cooperative may be signed by the President, Treasurer, and/or Secretary and all contracts, documents and instruments in writing so signed shall be binding upon the cooperative without any further authorization or formality.
The seal of the cooperative shall be in the custody of the Secretary and may, when required, be affixed by the Secretary to contracts, documents and instruments in writing signed as aforesaid.
An operating budget for the upcoming fiscal year, based upon recommendation of the Executive, shall be presented for ratification by the general membership at the Annual General Meeting.
This budget will include, but is not limited to:
a) Membership Fees;
b) Tuition Fees; and,
c) Salaries for paid employees
d) Overhead expenses such as rent, utilities, etc.
The nursery school shall, ten (10) days or more before the date of the meeting, distribute to each member a copy of the proposed budget.
All cheques, drafts or orders for the payments of money and all notes and acceptances and bills of exchange shall be signed by any two (2) of the signing Officers.
All shares and securities owned by the cooperative shall be placed for safe keeping (in the name of the nursery school) with a chartered bank or trust company, or with such other depositories or in such other manner as may be determined from time to time by the Executive Officers.
All cash, cheques, money orders and certified cheques received by the nursery school will be submitted to either the Treasurer, Co-Treasurer, Program Director or other designated Board Member. Procedures for receipt of cash, cheques, money orders, and certified cheques are governed by the Financial Policy in the school Policies and Procedures Manual.
The issuance of Charitable donation receipts will be governed by the applicable legislation.
9.1.1 The members at each Annual Meeting shall appoint an auditor who is familiar with cooperative accounting and practice. The auditor, when appointed shall hold office until the next Annual Meeting, and, if an appointment is not so made, the auditor in office shall continue until a successor is appointed. The remuneration of the auditor shall be fixed by the Executive.
9.1.2 The auditor shall at all reasonable times have access to the books, accounts and vouchers of the cooperative and may request from the Executive Officers such information and explanations as may be necessary for the performance of his/her duties.
The nursery school shall, ten (10) days or more before the date of the Annual General Meeting, notify the members that the Financial Statements are available for viewing at the school, in electronic format or they may obtain a paper copy.
The fiscal year of the cooperative shall terminate on the 30th day of June in each year or on such other date as the Executive shall by resolution from time to time determine.
The rules contained in current edition of “The 21st Century Robert’s Rules of Order” shall govern the cooperative in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the cooperative may adopt.
Neither these Bylaws nor any Bylaws to amend these Bylaws are effective until they are passed with or without variation, by at least two-thirds of the votes cast at a General Meeting of the members of the cooperative duly called for that purpose.
In the event of dissolution of the Co-operative and after the payment of all debts and liabilities, the remaining assets of the nursery school shall be distributed or disposed of to charitable organizations carrying on their work solely within Canada and at the discretion of the current Executive.
ENACTED by the Executive Officers, this 10th day of April, 2018.
Confirmed by a vote of two-thirds of the members present or represented at a meeting duly called for considering the Bylaws, and held on the 10th day of April, 2018.