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Bylaws
For We Care Outreach Network Society
An Alberta Society, Incorporated September 3, 2004
Corporate Access Number 5011274668
(hereinafter referred to as the “Society”)
Society Bylaws
enacted , by Special Resolution of the Membership, on March 27, 2010
and declared as acceptable to the Canada Revenue Agency on May 4, 2010
and registered with Alberta Corporate Registry on June 14, 2010
  1. Seal
    1. The Society does not utilize an Official Seal.
  2. Definitions
    1. FWC shall mean the For We Care Outreach Network Society.
    2. Membership refers to a group of individuals who were accepted into membership.
    3. Member shall mean an individual who was received into membership and remains in good standing according to the Society’s Bylaws.
    4. Board shall mean The Board of Directors of the Society.
    5. Director, unless otherwise identified as to a specific task, shall mean an individual elected to serve on the Board.
    6. Chief Executive Officer (“CEO”) shall mean the elected executive, with a specific job description, to carry out the day-to-day duties on behalf of the Society and to supervise and direct the activities of the Management Team.
    7. Management Team shall mean all individuals who have been elected or assigned to perform various tasks, excluding those specifically reserved for the Board of Directors.
    8. Advisers shall mean individuals with special skills and training who may be engaged by the Society to express opinions and/or make recommendations to be acted upon by the Directors and/or Management Team Members.
    9. Web Site shall mean the web site of the Society, currently maintained at http://www.forwecare.org/, or any future domain/internet address of the Society.
  3. Membership
    1. Supporters of the Society may apply to become Members of the Society by completing the Membership Form located on the Society’s web site or make their request known in any other written method.
    2. Acceptance of Membership applications is at the pleasure of the Board and no reasons need to be given to membership applicants, if their applications are denied. Each individual received into membership shall be subject to all Membership conditions, guidelines and responsibilities established by the Board from time to time.
    3. No Membership Fee shall apply; however, the Board may, from time to time, establish a Minimum Annual Contribution (“MAC") for Membership which shall be receiptable for Income Tax purposes. Any such MAC does not confer upon the Member any personal benefits or privileges upon the Donor Member other than the right to attend meetings and vote as provided herein.
    4. Unless otherwise agreed upon by the Board, on a case by case basis, Membership is for an initial term ending at the conclusion of the next Annual Meeting.
    5. Even though an applicable MAC has been received and Membership has been conferred upon the Donor, the Donor may opt out of Membership at any time.
    6. A Member may be expelled for any cause or reason which the Board may deem reasonable, upon vote by the Board.
    7. A Member may resign by giving notice in writing, delivered by Canada Post, by e-mail or in person.
    8. Members in good standing shall have Voice and Vote at meetings of the Membership.
    9. Members may attend any meetings of the Board, as participating observers, and as such have Voice but no Vote.
    10. Membership Meetings shall be chaired by the Chairperson of the Board or his/her designate as provided for in Bylaw 4a.
  4. Board of Directors
    1. The Board of Directors (“Board”) shall consist of a minimum of three Directors elected by the Membership from among Members in good standing and who are in full agreement with and wholeheartedly concur with the Society’s Mandate, Statement of Faith and Mission/Vision Statement.
    2. The Board has overall responsibility for the Society.
    3. The Board shall elect a Chairperson, a Vice-Chairperson and a Secretary from within the Board at the conclusion of each Annual meeting.
    4. Board Members shall serve for an undetermined period of time, subject to annual affirmation as provided for under Bylaw 8.4; however, Board Members may resign or, upon a majority vote of the Membership at a General, Special, Impromptu or Email-Poll Meeting, may be removed from the Board for any cause which the Membership may deem reasonable.
    5. In the event that a Director ceases to be a Member, for any reason, then such vacancy on the Board may be filled by the Board by appointment, subject to ratification by the Membership at the next Membership Meeting.
    6. The Board shall, subject to these Bylaws, establish all policies and assure that the Management Team carries them out effectively.
    7. The Board may appoint task-oriented Committees to help the Management Team manage the Society, subject to any terms of reference established by the Board.
    8. The Board may engage Advisors to provide professional services in areas of ministry, legal, accounting, administrative and engineering services. Such Advisors shall have full participation in Board Meetings but have no vote; and they may also participate in Membership Meetings but have no vote, unless they happen to be Members in good standing.
    9. Meetings of the Board shall be held upon the call of the Chairperson, upon at least ten days written notice or three days by other means of communication, as often as may be required, but in any case no less than once every six months.
    10. Meetings of the Board may be held without adequate notice, if a quorum of the Board is present; provided, however, that any Board Members who were unable to attend the Meeting be given the opportunity to cast their vote, via email or at a subsequent Board Meeting, for or against any business transacted at such a Meeting.
    11. The Chairperson shall call a meeting of the Board upon receiving a written request from at least two Board Members in which they state the business to be brought before the Board.
    12. The Chairperson shall call a meeting of the Board upon receiving a written request from the CEO and at least one other Management Team member in which they state the business to be brought before the Board.
    13. Attendance at Board Meetings may be by physical presence, via Telephone, Video Conferencing (if available) or any other means.
    14. The quorum at a Board Meeting shall be 50% attendance, as defined in Bylaw 4.12, by all Board members.
    15. The Board may temporarily adjourn a Board Meeting for the purpose of holding an Impromptu Membership Meeting to deal with issues that must be dealt with by the Membership, provided that a Membership Quorum, as defined in Bylaw 9.5, is present.
    4a. Board of Directors – Chair and Vice Chair
    1. The Chairperson, or in his/her absence the Vice-Chairperson, chairs the Board and may provide support and advice to the President/Chief Executive Officer (“CEO”).
    2. The Chairperson also chairs all Membership Meetings or he/she may designate another Director or Officer to do so.
    4b. Board of Directors – Secretary
    1. The Secretary shall maintain the Minutes of all meetings.
    2. The Secretary shall provide the official signature on all legal and binding Agreements and Undertakings entered into by the Society; provided, however, that in the event that the Secretary is unable to provide the official signature, for any reason, the CEO may do so in the Secretary’s place.
    3. The Secretary shall have charge of all correspondence of the Society, generate and distribute all required notices and, for this purpose, maintain an accurate database of all Members which shall contain their Names, Addresses, other contact information, and any data as to their involvement in the Society.
    4. The Secretary shall be responsible for the filing, in a timely and accurate manner, of the Annual Return requirements established by Alberta Corporate Registries as provided under the Societies Act and, if applicable, the Charitable Fund-raising Act.
    5. The Secretary may perform all duties personally or, with the approval of the Board, delegate certain duties to other Members or Advisors under the Secretary’s supervision, without minimizing the Secretary’s responsibility to the Board.
  5. The Management Team
    1. The Membership shall affirm or elect individuals, at its Annual Meeting, to carry out the normal day-to-day affairs of the Society, according to the Policies and Guidelines established by the Board. Being a Director shall not disqualify a Member from also serving on the Management Team.
    2. Management Team members may be asked to serve on a paid or volunteer basis as the Board determines on a case by case basis.
    3. The elected Management Team shall consist of a CEO, a Treasurer, and a number of Vice-Presidents with special designations as to their responsibilities.
    4. The term of office for the elected members of the Management Team shall be for an undetermined period of time but be subject to annual review by the Membership.
    5. In addition to the elected Management Team, the CEO may appoint/engage Task Managers and Project Leaders as may required to carry out the Society’s approved Objectives.
    5a. Responsibilities of the CEO
    1. The CEO is responsible to oversee the management of the Society’s affairs according to the Policies and Guidelines established by the Board.
    2. The CEO performs his/her duties under the direction of the Board.
    3. The CEO shall be an ex-officio member of all Committees.
    4. The CEO shall be an authorized representative to all Provincial or Federal Governments that the Society has to interact with.
    5. The CEO, substituting for the Secretary, may provide the official signature on all legal and binding Agreements and Undertakings entered into by the Society
    5b. Responsibilities of the Treasurer
    1. The Treasurer performs his/her duties under the direction of the CEO.
    2. The Treasurer shall receive and disburse all funds of the Society and for this purpose establish suitable and secure banking relationships.
    3. The Treasurer shall keep accurate books of all accounting transactions according to Canadian Generally Accepted Accounting principals, in a timely manner, according to any Policies established by the Board and any applicable guidelines of the Canada Revenue Agency generally and the Charities Directorate specifically.
    4. The Treasurer shall maintain confidential records of all donations received during each calendar year and cause appropriate receipts and acknowledgements to be issued on an immediate or annual basis according to Canada Revenue Agency rules and regulations, and the preferences of the donors, as permissible.
    5. The Treasurer shall be responsible for the filing of all required information returns with the Canada Revenue Agency generally and the Charities Directorate specifically.
    6. The Treasurer may perform all duties personally or the Treasurer may delegate or outsource certain duties to other Members, Advisors or a professional services provider under the Treasurer’s supervision, without minimizing the Treasurer’s responsibility to the CEO.
    5c. Responsibilities of Vice-Presidents, Task Managers, and Project Managers
    1. Vice-Presidents, Task Managers, and Project Managers perform their duties under the direction of the CEO.
    2. Vice-Presidents, Task Managers, and Project Managers will be assigned special areas of responsibilities and will be provided with an adequate job description to assist them in carrying out their assignments in an efficient and cost-effective manner.
    3. Job descriptions will be drafted by the CEO who may seek input from the Board.
  6. Access to Information
    With the exception of confidential Donor data, any Member may, upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same, inspect the books and records of the Society.
  7. Audit
    1. The fiscal year of the Society coincides with the calendar year.
    2. The Membership shall elect a qualified accountant to audit the accounts and records of the Society or, failing that, elect two of its own Members to carry out such tasks. The person or persons carrying out this task is/are referred to as “Auditor.” However, the audit function shall not be carried out by anyone who was given the task to maintain the accounting records.
    3. The Auditor shall be provided with or have access to the completed books, accounts and records of the Society for the fiscal year to be audited and those of the prior years, if required, and deliver the completed Financial Reports to the Board in time for distribution prior to the Annual Meeting of the Society.
  8. Annual Meeting
    1. The Society shall hold an Annual Meeting within 182 days of the end of its fiscal year.
    2. Upon instruction from the Board, Notice of the actual date of the Annual Meeting shall be posted on the web site of the Society, at least fourteen days prior to the meeting, and constitute adequate notice to the Membership. In addition to posting the Notice of the Membership Meeting on the Society’s web site, the Secretary or the CEO, may, as a matter of courtesy, send the Notification via e-mail to those Members who have an email address and have it recorded on the Society’s database.
    3. The Agenda and the Auditor’s Financial Report shall be made available to all Members in attendance at the Annual Meeting or, upon request, via email or otherwise.
    4. The then currently elected Directors shall be deemed affirmed unless the Membership wishes to bring about a change. In this event, motions for restructuring, removals and/or nominations may be made at the Annual Meeting, from the floor without prior notification.
    5. Existing Directors and newly nominated Directors shall confirm to the Members, at the Annual Meeting, that they are prepared to serve during the ensuing year, and that they are willing and able to carry out their duties and responsibilities as may be entrusted to them in an efficient and timely manner, and as may be defined in Job Descriptions, Policy Manuals and/or Handbooks.
    6. Subject to Bylaw 4.1, the Members may increase or decrease the number of Board Members.
    7. The Members shall annually confirm or elect the Management Team from among the Members. The position of CEO and Treasurer may be combined in one person. Existing or newly nominated Members of the Management Team shall confirm to the Members, at the Annual Meeting, that they are prepared to serve during the ensuing year, and that they are willing and able to carry out their duties and responsibilities as may be entrusted to them in an efficient and timely manner, and as may be defined in Job Descriptions, Policy Manuals and/or Handbooks.
    8. Attendance at Annual Meetings shall be by physical presence; provided, however, that the Board may approve attendance via any other means, if circumstances warrant such an exception.
    9. The quorum at the Annual Meeting shall be three Members attending as defined in Bylaw 8.8.
    10. Voting shall be by a show of hands or as may be practical according to the provisions of Bylaw 8.8.
  9. Other Membership Meetings
    1. Membership Meetings, other than the Annual Meeting, may be called at any time by the Secretary, upon the instruction of the CEO or the Board.
    2. Membership Meetings shall also be called by the Secretary upon receipt of a petition, signed by the lesser of ten Members or by one-third of the Members in good standing, setting forth the reasons for requesting that a Membership Meeting be held.
    3. Notice of a Membership Meeting, called according to Bylaw 9.1 or 9.2, shall be posted on the web site of the Society, at least three days prior to the meeting, and constitute adequate notice to the Membership; provided, however, that Impromptu Special Membership Meeting as provided for under Bylaw 4.15 shall not be subject to the three day web site posting/notification rule. In addition to posting the Notice of the Membership Meeting on the Society’s web site, the Secretary or the CEO, may, as a matter of courtesy, send the Notification via e-mail to those Members who have an email address and have it recorded on the Society’s database.
    4. Attendance at Annual Meetings shall be by physical presence; provided, however, that the Board may approve attendance via any other means, if circumstances warrant such an exception.
    5. The quorum at any Membership Meeting shall be three Members attending, as defined in Bylaw 8.8.
    6. Voting shall be by a show of hands or as may be practical according to the provisions of Bylaw 8.8.
  10. Voice and Vote of Advisors
    Any elected or appointed Advisors shall have the right to participate in meetings of the Membership or the Board, even to the point of formulating motions (they have “Voice”); however, they shall have no Vote, except for Membership Meetings, if they happen to be Members of the Society.
  11. Remuneration for Services Rendered
    1. Directors shall not be paid for their services rendered in their capacity of Directors. However, they may be reimbursed by the Society for all expenses, including mileage for travel, incurred for the purpose of attending meetings and carrying out their duties.
    2. Anyone, including Officers or Directors, engaged by the Society to provide specific professional services to the Society, other than in their capacity of Directors, may be compensated for such services and expenses, upon affirmative vote of the Board or the Membership prior to or as part of the engagement.
  12. Borrowing Powers
    The Society may, upon approval by Special Resolution of the Membership on a project by project basis.

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