EXISTING LANGUAGE: Until changed in accordance with the Act, the Head Office of the Corporation shall be in the Coty of Pickering, in the Province of Ontario.
REPLACE WITH: The head office of the corporation is to be situated in the City of Toronto, Ontario
EXPLANATION: Required to synchronize existing legal documents (one currently says Pickering, other says Toronto).
EXISTING LANGUAGE: The property and business of the Corporation shall be managed by a board of directors, comprised of a minimum of three directors and a maximum of 15 directors.
REPLACE sentence #1 with: The property and business of the Corporation shall be governed by a board of directors, comprised of a minimum of three (3) directors and a maximum of 20 directors. The Past Chair shall be an ex officio director.
EXPLANATION: Enables EV to expand size of board from 15 to 20. At certain times, sixteen people have been sitting on board though technically only 15 have been allowed. With growth of regional chapters (the chair of which sits on the board), having a board size of up to 20 will allow EV to bring on expertise from other areas and enhance regional representation.
EXISTING LANGUAGE: All directors, except for those directors also serving as chairperson of a regional chapter, shall be elected for a term of 2 years by the members at an annual meeting.
REPLACE sentence with: All directors, except for those directors also serving as a chairperson of a regional chapter, or in ex officio capacity, shall be elected for a term of two (2) years by the members at an annual general meeting of members.
EXPLANATION: This is a simple clarification that those acting in an ex officio capacity are not subject to election for two year terms.
EXISTING LANGUAGE: The Corporation may permit the formation of regional chapters within Canada from time to time where such chapter enters into an agreement with the Corporation whereby such chapter agrees, among other items, to support the aims and objectives of the Corporation and further agrees not to act contrary to the letters patent, by-laws, rules, regulations, and policies of the corporation.
REPLACE WITH: The Corporation may, from time to time, permit the formation of Chapters representing locations/regions (e.g. a province or territory or municipality) or sectors of society ( e.g Youth, University Professors) within Canada where such chapters enter into an agreement with the Corporation whereby such chapters agree, among other items, to support the aims and objectives of the Corporation and to abide by the policies and regulations of the Corporation.
EXPLANATION: This amendment will now permit formation of chapters which do not represent a particular location/region, i.e. primarily university led chapters. In so doing, these chapters will enter into an agreement with EV (like other chapters) but will not have formal representation on the board.
EXISTING LANGUAGE: The officers of the Corporation shall be a chairperson, vice-chair-person, membership secretary and treasurer and any such officers as the board of directors may by law determine. Officers shall also be directors.
REPLACE WITH: The officers of the Corporation shall be a Chairperson, Vice-chairperson, Secretary and Treasurer of the Corporation and any such other officers as the Board of Directors may by by-law determine. Officers shall be Directors.
EXPLANATION: The name of the membership secretary is being changed to secretary.
EXISTING LANGUAGE: The membership secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. She shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or chairperson, under whose supervision she shall be. She shall be custodian of the seal of the Corporation, which she shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.
REPLACE WITH: The Secretary shall ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and committees appointed or authorized by the Board. She shall have custody of all minute books, documents and registers of the Corporation and ensure that the same are maintained as required by the Act and other applicable legislation. She shall be the custodian of the seal of the Corporation. She may delegate the performance of her duties to any person(s) as approved by the Board, but the Secretary shall retain responsibility for ensuring the proper performance of such duties.
EXPLANATION: The role and activities of this position have changed and this description reflects the change.
EXISTING LANGUAGE: The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts, disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. She shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chairperson and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all of the transactions and a statement of the financial position of the Corporation. She shall also perform such other duties as may from time to time be directed by the board of directors.
ADD TO # 37 AT THE END: The Treasurer may delegate the performance of her duties to any person(s) as approved by the Board, but the Treasurer shall retain responsibility for ensuring the proper performance of such duties.
EXPLANATION: This change , also added for the secretary position above, allows treasurer to delegate her duties (largely to staff person) while retaining responsibility.
EXISTING LANAGUAGE: There shall be an executive committee composed of 3 directors who shall be appointed by the board of directors.
REPLACE SENTENCE # 1 with: There shall be an executive committee composed of three to five directors who shall be appointed by the board of directors.
EXPLANATION: Currently, executive committee has been comprised of four people but by-law only permitted three.
EXISTING LANGUAGE: No less than 2 members of such committee shall constitute quorum.
REPLACE SENTENCE # 3 with: No less than a majority (50%) of members of such committee shall constitute a quorum.
EXPLANATION: Modification of language to reflect the change to #40.
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