Harmony House

The only second-stage women's shelter in Ottawa, Ontario

Bylaws of St. Matthew’s Harmony House, Ottawa

By-law No. 1

Adopted, June 16, 2005 (as amended, June 22, 2006, June 19, 2008, and June 18, 2009)

To be enacted as follows.

1. Head office 

1.1 The head office of the corporation is in the city of Ottawa in the province of Ontario at such a place as the directors may from time to time determine.

2. Seal

2.1 The seal stamped in the margin of this by-law is the corporate seal of the corporation.

3. Mission statement

3.1 St. Matthew’s Harmony House is a second-stage shelter for women and their children who are survivors of violence. We provide a transition period from crisis shelter services to independent living in the community. We provide safe, affordable housing for up to one year, along with a program of individual and group support, accompaniment, advocacy and referral. We promote the creation of a world in which women and their children are safe and free from all forms of violence and oppression.

4. Membership

4.1 The membership comprises individuals and corporations interested in furthering the mission of the corporation, and who apply in writing for membership. Members must be sixteen (16) years of age or older. Memberships must be renewed annually.

5. Board of directors

5.1 Board members

5.1.1 A board of a minimum of eight (8) and a maximum of thirteen (13) elected directors manages the affairs of the corporation. Up to two (2) seats are designated for directors representing St. Matthew’s Anglican Church. One (1) seat is designated for a director representing ex-residents of St. Matthew’s Harmony House. Each of the board members at time of election, and throughout the term of her office, must be a member of the corporation.

5.1.2 Directors are women who are eighteen (18) years of age or older, who are members of the corporation and who support the mission of the corporation.

5.1.3 Repealed in its entirety, June 18, 2009.

5.1.4 All members of the corporation who have been staff of St. Matthew’s Harmony House are eligible to be directors one (1) year after their last date of employment with St. Matthew’s Harmony House.

5.2 Election of directors

5.2.1 A member of the corporation must nominate each member elected to the board of directors. Such nominations must be submitted in writing or given verbally at a meeting of the corporation held to elect members to the board of directors. The member standing for election must accept the nomination, either verbally or in writing.

5.3 Term of office

5.3.1 Directors are elected for two- (2) year terms, at such intervals as to ensure there are no more than five (5) newly elected directors on the board at any one time.

5.3.2 Directors may serve a maximum of four (4) consecutive years (two [2] terms). In exceptional circumstances prescribed by a two-thirds (2/3) majority vote of board members present at a meeting, a board member may be called upon and agree to stand for re-election for one (1) additional two- (2) year term.

5.4 Roles and responsibilities of the board of directors

5.4.1 The directors of the corporation administer the affairs of the corporation in keeping with the mission statement (see paragraph 3.1, above). The directors are required to exercise such powers and carry out such acts for which the corporation is authorized by its charter and otherwise.

5.4.2 Without restricting the generality of the foregoing, the board of directors has the responsibility to do the following:

• select an executive director and authorize employment of employees for the corporation;
• employ and pay salaries and establish the conditions of employment for employees of the corporation;
• operate in a financially responsible and efficient manner;
• authorize expenditures on behalf of the Corporation;
• obtain funds necessary for the operation of the corporation;
• appoint legal counsel as may be necessary from time to time;
• make or cause to be made any kind of contract that the corporation may lawfully enter into and exercise all such powers and enact such things for which the corporation is authorized by its charter and otherwise; and
• maintain the confidentiality of the corporation, the members and the clientele.

5.5 Executive director

5.5.1 The executive director of St. Matthew’s Harmony House is not a member of the board of directors, but is entitled to attend and participate in all board meetings, either personally or represented by a staff member of St. Matthew’s Harmony House she designates. The executive director’s entitlement to attend and participate in board meetings ends when she ceases to hold the position of executive director with St. Matthew’s Harmony House.

5.5.2 The executive director or staff member of St. Matthew’s Harmony House designated by the executive director has a voice but no vote at meetings of the board of directors.

5.6 Officers

5.6.1 The board of directors appoints the officers of the corporation at the first meeting of the board of directors after the annual general meeting.

5.6.2 The officers are the president, vice-president, secretary and treasurer.

5.6.3 No officer of the corporation may hold more than one (1) executive position.

5.6.4 Duties of the president and vice-president

The president tables the agenda, and presides at all meetings of the members of the corporation and of the board of directors.

The president, with the secretary or another officer appointed by the board for the purpose, signs all by-laws and membership certificates.

The president acts as an ex-officio member of all board committees and, as a last resort, has the power to break a tie when called upon by a two-thirds (2/3) majority of the committee members present at a committee meeting.

The president may, at her discretion, call a special meeting of the board of directors.

During the absence or inability of the president, the duties and powers of the president may be exercised by the vice-president or such other director as the board may, from time to time, appoint for the purpose.

5.6.5 Duties of the secretary

The secretary ensures that official documents, including the corporate seal, are properly maintained and secured.

The secretary records and distributes to board members all minutes of board meetings and ensures that all books, papers, correspondence, contracts and other such documents related to the business of the corporation are duly recorded, distributed to board members and maintained. The secretary takes direction from the board regarding distribution of documentation outside of the board of directors and must not take on such responsibility without authorization from the board of directors.

The secretary oversees the drafting and distribution of all correspondence emanating from board of directors as a body.

5.6.6 Duties of the treasurer

The treasurer ensures full and accurate accounts of all receipts and disbursements of the corporation are kept in proper books of account.

The treasurer chairs the finance committee and tables a proposed annual operating budget for approval by the board of directors at the beginning of each fiscal year.

The treasurer oversees the deposit of all monies and/or other valuable effects in the name and to the credit of the corporation in such financial establishments designated by the board of directors.

The treasurer oversees the disbursement of funds for the corporation, under the direction of the board of directors.

The treasurer provides, at each meeting of the board of directors, a financial report that clearly states the financial standing of the corporation.

The treasurer ensures that the audited statement is complete for presentation at the annual membership meeting of the corporation.

Under the direction of the board of directors, the treasurer carries out other related financial duties, as determined by the board of directors from time to time.

5.6.7 Executive committee

The officers of the board of directors (president, vice-president, secretary and treasurer) comprise the executive committee.

As directed by the board of directors and under the guidance of the president, the executive committee is charged with the general management and supervision of the affairs and operations of the corporation.

The executive committee may, from time to time between board meetings, under exceptional circumstances, empower itself with the decision-making responsibilities of the board. All such decisions must be recorded and approved at a meeting of the executive committee and be presented for adoption at the next scheduled board of directors meeting.

The executive committee may not operate as a committee of the board with fewer than three (3) officers present.

5.7 Remuneration

5.7.1 Directors serve in a volunteer capacity, without remuneration or profit.

5.8 Conflict of interest

5.8.1 A director has a conflict of interest where she, or anyone with whom she is in a close personal or business relationship, stands to or may be perceived to benefit, financially or otherwise, from decisions taken by the board of directors.

A director with an actual or perceived conflict of interest shall disclose the conflict to the president of the board and may abstain from voting on the issue. If the director does not voluntarily abstain from voting on the issue, her further participation on the issue shall be governed by the decision of the board of directors.

If a director fails to disclose a conflict of interest, she may be removed from any further participation in the business of the board of directors by a two-thirds (2/3) majority vote of the remaining board members present at a meeting of the board of directors. [Replaces entire previous version, as of June 19, 2008]

5.9 General conflict

Notwithstanding paragraph 5.8, above, when directors are in conflict with the charter, mission statement, by-laws, policies, principles or objectives of the corporation, they must cease to participate in the business of the board of directors. Such directors may be removed from participation in the business of the board of directors by a two-thirds (2/3) majority vote of the board members present at a meeting of the board of directors.

5.10 Termination of position with the board of directors

5.10.1 A director may vacate her position with the board of directors prior to the end of her term under the following circumstances:

• submission of a written letter of resignation to the board of directors;
  
• absence from three consecutive board of directors meetings, except when a two-thirds (2/3) majority of the directors present at a meeting of the board of directors agrees otherwise; and
  
• when the board member is deemed to be in violation of the mission statement and/or by-laws as determined by a two-thirds (2/3) majority vote of the directors present at a meeting of the board of directors.

5.11 Vacancies on the board of directors:

5.11.1 Vacancies on the board of directors, however caused, may, so long as a minimal composition of directors remains in office, be filled, from among the qualified members of the corporation, or at the next annual meeting of the corporation. If there is not a minimal composition, the remaining directors must fill the vacancies before the board may undertake any other business.

5.11.2 Vacancies are filled by appointment by the board.

5.11.3 The board of directors must approve new board members. New members remain in office until the next annual general meeting of the corporation.

5.12 New member orientation

5.12.1 All new members of the board of directors must receive a thorough orientation to the mission statement, by-laws, procedures and policies of the corporation. Such orientation must be held within one (1) month of the director assuming a board position.

5.13 Protection of directors

5.13.1 Except in circumstances of malicious intent or willful negligence, every director and officer of the corporation who has undertaken or is about to undertake any liability on behalf of the corporation, will be indemnified and saved harmless out of the funds of the corporation, from and against any and all claims, damages, costs and expenses that she may suffer or incur as a result of any act, deed, matter or thing made, done or permitted by her, in the execution of the duties of her office or in respect of any such liability.

6. Meetings of the board of directors

6.1 Scheduling meetings of the board of directors

6.1.1 Meetings of the board of directors must be held no fewer than six (6) times per year. These meetings will be scheduled, with full consultation of the board of directors, at the first meeting following the annual general meeting.

6.1.2 Interim meetings may be called at the impetus of the president of the board of directors or at the behest of a two-thirds (2/3) majority of the directors present at a meeting of the board of directors. All board members will be given at least three (3) days’ notice of such meetings.

6.2 Quorum for board meetings

6.2.1 Quorum is a minimum of one half (1/2) of all positions filled on the board of directors, plus one (1).

6.3 Agenda for board meetings

6.3.1 The president of the board sets the meeting agenda in consultation with board members. All meetings of the board of directors must include reports by the officers and applicable committees.

6.3.2 Whenever possible, the meeting agenda must be circulated before a scheduled board meeting, along with the minutes from the previous meeting and all other documentation being considered at the meeting.

6.4 Process for board meetings

6.4.1 All decision making and discussion at board meetings is consensual, as follows.

All members of the board are provided with, and encouraged to undertake, the opportunity to participate in the discussion.

All board members actively listen to, respect and consider the input of each member of the board at board meetings.

Except in extraordinary circumstances, as determined by the chair of a meeting, decision making is done by consensus of all board members present. In cases in which the meeting chair calls for a vote, all decisions taken must have support of a majority of the board members present.

6.5 Board meetings
All meetings of the board shall be open to any person, except when the board has passed a motion, during an open meeting, to go into an in camera session. [Replaces entire previous version, as of June 19, 2008]

6.6 Minutes of board meetings

6.6.1 All meetings of the board of directors must be recorded, and the minutes dated, kept on file, adopted and signed at a subsequent board meeting.

6.6.2 Minutes of board meetings, with the exception of minutes of in camera meetings or sessions, must be available, upon request, to all members of the corporation.

7. Committees

7.1 Standing committees

7.1.1 In addition to the executive committee, the board of directors has a minimum of five (5) standing committees to be chaired by a member of the board of directors, as follows.

Fundraising committee. The members of this committee oversee the raising of funds and/or assets for improvement, maintenance and support of the corporation. All such funds and/or assets acquired through the actions of this committee become the property of the corporation.

Personnel committee. The members of this committee ensure all personnel policies, practices, and terms and conditions of employment are enacted in a fair and equitable manner, in keeping with legal and ethical requirements, as outlined in the by-laws of the corporation, and all such applicable laws and acts that govern employees of the corporation.

Finance committee. The members of this committee ensure financial policies and practices are carried out in compliance with the by-laws of the corporation and all such applicable laws and acts that govern the financial management of the corporation.

Nominations committee. The members of this committee recruit and receive nominations for election to the board of directors.

Social action committee. The members of this committee work on education, awareness and social action projects related to the issue of violence against women. [As amended, June 19, 2008]

7.2 Other committees

7.2.1 The board of directors may set up other committees of the board of directors and/or of the membership of the corporation from time to time, as required. Such committees must receive a clear mandate from the board of directors and report to the board as directed.

7.3 Quorum for committee meetings

7.3.1 Quorum for committee meetings is no less than one half (1/2) plus one (1) of the total membership of the committee.

7.4 Committee meetings and decision making

7.4.1 Committees meet as directed by the board of directors. Standing committees must meet no fewer than two (2) times per year.

7.4.2 Committees have the power to develop and forward recommendations to the board of directors for final decision at a board meeting.

7.4.3 All committee meetings follow the decision-making model adopted by the board of directors, as outlined in paragraph 6.4, above.

7.4.4 After each committee meeting, a written report outlining key discussion items and recommendations for consideration is submitted to the board of directors for adoption and decision making, when required.

8. Conflict resolution

8.1 Early intervention

8.1.1 When conflict exists between members of the board of directors, board members are encouraged to discuss such conflict at the earliest possible opportunity with the board member(s) involved.

8.2 Third-party assistance

8.2.2 When initial attempts do not resolve the conflict between the parties, the board of directors, may, at the request of one (1) of the board members affected, obtain the services of an impartial third party to assist with conflict resolution. In such cases, all parties involved in the conflict must be in agreement with the third party selected.

9. General meetings of the corporation

9.1 Annual general meeting

9.1.1 The annual general meeting of members of the corporation shall be held each calendar year, no later than eighteen (18) months after the previous annual general meeting.

9.1.2 The annual general meeting of members must be open to the public, who may attend as observers.

9.1.3 At each annual general meeting,the board of directors presents a report of the activities of the corporation for the previous year and the audited financial statements for the corporation; the members appoint an auditor to hold office until the next annual general meeting, or, if an appointment is not so made, instruct the auditor in office to continue in office until a successor is appointed; the members elect the directors for the coming year; the membership may carry out or consider any business of the corporation brought before it by the board of directors or through submission of a resolution from a member of the corporation.

9.2 Other membership meetings

Other membership meetings may be called in the following circumstances:

• when the board of directors no longer has quorum;
• to amend the by-laws of the corporation;
• at the behest of two thirds (2/3) of the board of directors;
• or at the written request of two thirds (2/3) of the membership of the corporation.

9.3 Meeting notice

9.3.1 A written notice of a general meeting, stating the date, time and place of the meeting, and the general nature of the business or matters to be considered at the meeting, should be posted publicly, and distributed to members of the corporation, in a manner determined by the board of directors, at least ten (10) days in advance of the scheduled meeting.

9.3.2 The accidental error or omission in giving notice of a general meeting, or the non-receipt of the notice by any member, shall not invalidate or void the meeting or any proceedings or resolutions taken at such meeting.

9.3.3 A member may re-open any decision taken at a general meeting, on the grounds of error in the notice, by making a written submission to the board of directors within thirty (30) days of the meeting at which the decision was taken. The statement submitted should clearly outline why the decision in question contravenes the mission statement and/or by-laws of the corporation.

9.4 Membership meeting quorum

Membership meeting quorum is the number of members equal to at least fifty (50) percent of the existing board of directors, plus one (1).

9.5 Voting

9.5.1 All members of the board of directors are entitled to vote at a meeting of the members.

9.5.2 Each individual or corporation that has been a member of the organization for a minimum of two (2) months has one (1) vote.

9.5.3 Proxy votes are not permitted.

9.6 Minutes

9.6.1 All membership meetings of the corporation must be recorded, and the minutes dated, kept on file and made available to any member upon request.

9.6.2 Membership meeting minutes are adopted at the next general meeting, upon distribution and review by all members present.

10. Corporate finances

10.1 Financial year

10.1.1 Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation is March 31.

10.2 Execution of documents

10.2.1 At the first meeting of the board of directors after each annual general meeting, the board of directors must appoint and approve signing officers for the corporation, including the officers of the board of directors and the executive director. Any two of these signing officers must sign cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, documents or any instruments in writing requiring the signature of the corporation. Documents and instruments in writing so signed are binding upon the corporation.

10.2.2 At the first meeting of the board of directors after each annual general meeting, the board will set for the following year the dollar limit at which any document creating an obligation on the part of St. Matthew’s Harmony House requires approval of the board of directors before it is signed. The board of directors may adjust this amount from time to time, as required. [As amended, June 22, 2006.]

10.2.3 The executive director has signing authority for the purchase of goods and services for the corporation, as specified in the corporation’s policy. The executive director has the authority to sign contracts for the hiring of personnel.

10.2.4 When required, the seal of the corporation is affixed to contracts, documents and instruments in writing signed by a delegated officer or officer(s) appointed by decision of the board of directors.

10.3 Delegation

10.3.1 Power of attorney

The board of directors may give the corporation’s authority to any registered dealer in securities for the purposes of transferring and dealing with any stocks, bonds and other securities of the corporation.  

10.3.2 Borrowing 

Signing officers may from time to time, upon direction from the board of directors: borrow money on the credit of the corporation; issue, sell or pledge securities of the corporation; or charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed or other debt, or any other obligation or liability of the corporation.

10.3.3 Cheques, drafts and notes

Any designated employee, agent or director may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation’s bankers for the credit of the corporation. Alternatively, the same may be endorsed “for collection” or “for deposit” with the bankers of the corporation by using the corporation’s stamp for that purpose.

Any one of such designated persons aforementioned, may arrange, settle, balance and certify all books and accounts between the corporation and the corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips. 

10.4 Dissolution

10.4.1 Monies are set aside to ensure that full pay, including severance pay and benefits owing employees of the corporation, will be paid in full upon dissolution of the corporation. 

10.4.2 Upon dissolution of the corporation and after payment of all debts and liabilities, the remaining property and assets of St. Matthew’s Harmony House will be distributed and disposed of, by resolution of the board of directors, to women-centred, feminist, charitable organizations that carry on work solely in the Ottawa region to eliminate violence against women.

11. By-law amendments

11.1 The corporation’s by-laws may be revised at the recommendation of the board of directors. 

11.2 By-laws may be amended at a membership meeting of the corporation by a minimum two-thirds (2/3) majority vote of those members present at the membership meeting.

11.3 Proposed by-law amendments must be made available and posted publicly no fewer than twenty (20) days prior to the membership meeting. 

This by-law has been approved at a general meeting of the corporation and affixed with the corporate seal on ______________________. It takes precedence over all preceding by-laws of the corporation.

_________________________

_________________________

Amy E. Heron 
Susan Thomson
President Secretary