CONSTITUTION AND BY-LAWS

Constitution

Article 1: Name
(Amend at AGM 2006)

The name of this association shall be:

Skills for Employment, Life and Family (SELF)

Article 2: Vision and Mission Statements (Amended at AGM 2006)

Vision

To strengthen the community with essential skills for employment, empowerment and family.

Mission

SELF teaches English-speaking adults the essential literacy and life skills they need to (enhance or improve) their lives at home, work and in the community.

Article 3: Values and Objectives (Amend at AGM 2006)

Values

SELF believes:

• Literacy enhances participation in the workforce and community and improves quality of life ;
• Adults who can learn and want to learn should have the opportunity to improve their literacy skills;
• Adults learn best when they have a say in what, how and when they learn;
• Volunteer involvement is vital to our organization;
• Effective use of all our human and financial resources is crucial to our accountability;

Our objectives are to:

1. provide practical, accessible, real life literacy instruction that enables learners to meet their needs at home, work and in the community;
2. train and support volunteers and staff so they can be effective literacy trainers and mentors;
3. provide good working conditions for learners, volunteers and staff and recognize their contributions;
4. partner with other organizations to meet the community's literacy and employment needs;
5. secure financial support from individuals, foundations, corporations and community and faith groups;
6. educate labour market partners and the public about literacy;

Article 4: Remuneration

4.1 The corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the corporation shall be in used in promoting its objectives.

4.2 The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of his/her duties.

Article 5: Head Office

The head office shall be located in the Region of Peel at such place determined by the directors.

Article 6: Seal

The seal shall be in such form as prescribed by the directors and shall bear the name of the Corporation.

Article 7: Dissolution (Amended at AGM 1997)

Upon the dissolution of the Corporation and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to one or more charitable organizations, which carry on their work in the field of literacy within Ontario.

BY-LAWS

By-law 1: Membership (Amend at AGM 2006)

Membership in Skills for Employment, Life and Family (SELF). is automatic for learners, tutors and volunteers who are active in the organization. Membership is also open to interested adults, community agencies and other organizations, both public and private. Members must pay an annual fee as determined from time to time by the Board.

By-law 2: Meeting of the Membership

2.1 Annual Meeting (Amend at AGM 2006)

The Annual Meeting of SELF shall be held each year on a date and a place chosen by the Board.Notice of the Annual Meeting shall be sent out to all listed Members fifteen days before the meeting is held, stating the date, time, place, nomination procedure and agenda of the meeting.The purpose of the Annual Meeting will be:

• To receive reports on the affairs of SELF;
• To receive and approve an audited financial statement for the previous fiscal year.
• To elect Directors;
• To appoint an auditor;
• To transact any other business that may properly come before the meeting.

2.2 Special Meeting (Amended at AGM 2000)

A special meeting of the membership may be called from time to time upon instruction from the Board of Directors or upon a request signed by ten voting Members.Notice of a special meeting shall be given in the same manner as for the Annual Meeting and shall state the nature of the business to be transacted for which the meeting is called.

2.3 Quorum (Amended at AGM 1991)

A quorum for a meeting of the membership shall be ten voting members personally present.

2.4 Voting (Amend at AGM 2006)

At any meeting of the membership, every person who is a general Member of SELF and is personally present is entitled to vote.Unless otherwise provided for in this By-law, all questions at membership meetings shall be decided by a majority vote of those present.

By-law 3: Board of Directors

3.1 Responsibilities and Composition of the Board (Amend at AGM 2006)

The affairs of the Corporation shall be administered by a Board of Directors who may exercise all such powers and do all such acts and things as may be exercised and done by the Corporation not otherwise expressly provided for by the By-laws or special resolution of the Corporation or by statute as required to be done by an annual or generate meeting.For example the Board may:

• Establish and update policies;
• Employ staff;
• Interpret aims/functions of SELF to the general community;
• Establish goals, identify functions of SELF and set priorities for action;
• Raise funds and approve the budget;
• Determine salaries;
• Establish a process of evaluation of staff and program;
• Oversee the management and safeguarding of all assets and resources.

3.2 Responsibilities and Individual Board Members (Amend at AGM 2006)

• To attend meetings regularly;
• To be informed as to the goals, objectives and policies of SELF;
• To be actively involved in a committee and or the general activities of the Board;
• To have an understanding of the roles of staff and Board Members;
• To respect confidentiality of information at meetings.

3.3 Composition (Amended at AGM 2004)

The Board should be composed of a maximum of 15 Members at Large and Members representing Agencies. Members at Large should include two tutors and two learners. Prior to the Annual Meeting, the Board should determine which agencies should be represented for the following year.

3.4 Election (Amend at AGM 2006)

Members of SELF may nominate members to the Board of Directors. All such nominations must be received at the Head Office at least ten days prior to the date of the Annual Meeting. All nominees must give written consent to act.

3.5 Executive of the Guild (Amend at AGM 2006)

The Executive of SELF shall be elected by the Board of Directors from among its Members at the first Board Meeting following the Annual Meeting and shall consist of:

• President
• Vice-President (up to two)
• Secretary
• Treasurer

3.6 Quorum (Amended at AGM 1997)

A quorum of any meeting of the Board of Directors shall be a majority of the number of directors holding office from time to time.

3.7 Term

Members of the Board shall be elected for a two-year term, with a maximum of three terms. For the 1988-89 term only, eight of the Members at Large shall be for a one-year term.

3.8 Meetings (Amended at AGM 1997)

Notice of the meetings must be given. The Board of Directors shall meet at least four times a year. A special Board Meeting may be requested in writing by two-thirds of the Board. A director who misses three consecutive meetings without good cause may be asked to resign.

3.9 Vacancies on the Board of Directors (Amend at AGM 2006)

Vacancies on the Board of Directors may be filled by the Directors from among the qualified members of SELF for the period remaining until the next Annual Meeting.

3.10 Voting at Board Meetings (Added at AGM 2000)

The approval of motions requires a majority of votes of board members at meetings where quorum is achieved. In extraordinary cases, board members may vote on a motion electronically.

By-law 4: Duties of the Executive of the Board

4.1 President (Amended at AGM 1999)

It will be the responsibility of the President to follow the duties normally associated with office including:

• Chairing Board Meetings and the Annual Meeting
• Chairing the Executive Committee
• Serving as an ex-officio member of all committees of the Board
• Calling meeting of the Board and being responsible for an agenda
• Consulting with senior staff as required.
• Being a signing officer

4.2 Vice-Presidents (up to two) (Amend at AGM 2006)

It will be the responsibility of the Vice-Presidents to follow the duties normally associated with this office including:

• Serving as chair of Board and other meetings of the organization in the absence of the President
• Undertaking special duties as designated by the President

4.3 Secretary

It will be the responsibility of the Secretary to follow the duties normally associated with this office including:

• Recording all business of Board Meetings, special meetings and the Annual Meeting
• Recording motions and votes at meetings and noting whether such motions are passed or defeated
• Preparing minutes of meetings and arranging for distribution of these minutes
• Undertaking and recording correspondence with other persons, agencies or government as determined by the Board

4.4 Treasurer (Amend at AGM 2006)

It will be the responsibility of the Treasurer to follow the duties normally associated with this office including:

• Monitoring the financial affairs of SELF
• Submitting an annual financial report
• Ensuring that all monies and securities are deposited in the name and to the credit of SELF in a financial institution.
• Being a signing officer
• Ensuring the financial statements are prepared

4.5 Past-President

If the past President is still on the board, he or she will assume the following duties:

• Serving on the Board in an advisory capacity
• Chairing the Nominating Committee

By-law 5: Committees (Amend at AGM 2006)

That the standing committees of SELF will be:

• Development Committee
• Executive Committee
• Human Resources and Learner Relations Committee

A Board Member or member appointed by the Executive Committee will sit on each Committee as board liason with general members, board members, staff members and/or interested individuals from the community at large serving as committee members. Chairs will be determined by the Executive Committee at the first Executive Meeting following the Annual Meeting, terms will be for one year.

AD HOC Committees may be formed from time to time. All Committees make recommendations to the Board of Directors for approval and submit an Annual Report.

5.1 Executive Committee Responsibilities (Amend at AGM 2006)

• To identify potential Board Members with due regard to the purpose and objectives of the Board
• To identify potential Board Members, keeping diversity of the Board and representation of the community in mind
• To approach persons named by the committee as possible Board Members and present them with a written statement indicating the purpose and structure of SELF and Board Member responsibilities
• To prepare a slate of nominees for presentation at the Annual Meeting
• " To identify potential Executive Committee members with due regard to the purpose and objectives of the committee, keeping diversity of the Executive Committee and representation of the community in mind and prepare the slate of Executive officers to be voted upon by the board
• To perform an advocacy role on behalf of all adult non-readers
• To ensure that staff have assistance with such activities as the Annual General Meeting, recognition events, public speaking engagements, promotional materials, media releases, and the recruiting of tutors
• To recommend financial policy to the Board
• To prepare, monitor and update the budget throughout the year
• To make recommendations for handling financial emergencies or other unforeseen events

The President will chair this Committee

5.1.1 Executive Director (Amend at AGM 2006)

ResponsibilitiesAct on behalf of the Board of Directors to manage the work of SELF and execute the policies of the Board of Directors under the following executive limitations. The Executive Director may neither cause nor allow any organizational practice that is imprudent, unethical or unlawful.

• May not spend more than the total annual budgeted expenses without Board approval;
• May not sell or give away SELF assets without Board approval, other than as budgeted;
• May not take any action that is in conflict with the Personnel Policy or Employment Standards Act;
• May not take any action that is in conflict with SELF's values and objectives;
• May not cause programs or services to fall below the standards set by SELF funders.

5.2 Human Resources and Learner Relations Committee (Amend at AGM 2006)

Responsibilities:

To develop policies aimed at attracting and retaining required talent using best practices, and to manage the boards relationship with learners and volunteers alike

A Board Member appointed by the Executive Committee will chair this Committee.

5.3 Development Committee (Amend at AGM 2006)

Responsibilities to oversee:

• Private sector fundraising;
• Donor recognition;
• Annual fundraising plan;
• Public awareness;
• Planned giving program.

By-law 6: Finances

The fiscal year of the Corporation shall end on the 31st of March.Qualified auditors shall be appointed at the Annual Meeting to report to the following Annual Meeting. Two signatures shall be required for all cheques and documents and other matters of the Corporation. Signing officers shall be:President, Secretary, Treasurer and Executive Director or other as designated by the Board.

By-law 7: Parliamentary Authority (Amended at AGM 2003)

The Parliamentary authority shall be "Roberts" Rules of Order (revised).

By-law 8: Amendment

Amendments to these by-laws must be passed by two-third vote of Members present and voting at the Annual Meeting or Special Meeting called for the same purpose. Proposed amendments must be distributed to the membership at least fifteen days in advance of any meeting.

By-law 9: Finances (Amended AGM 2003)

Any expenditure in excess of the approved budgeted amount must be requested by a written rationale noting budget implications. This rationale should be submitted to the Executive Committee and the Board.

By-law 10: Liability of Board Members (Amended at AGM 2003)

Every Director or Officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation and that person's heirs, executors, administrators, estate and effects respectively, shall be indemnified and saved harmless by the Corporation from and against:

• Any liability and all costs, charges and expenses that are sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against the Director for or in respect of anything done or permitted in respect of the execution of the duties of office, and
• All other costs, charges and expenses that are sustained or incurred in respect of the affairs of the Corporation, except such costs, charges or expenses as are occasioned by willful neglect or default on the part of the Director.