Notice of Motion - Proposed By-Law Amendments
Take notice that a motion to amend the ARCH Disability Law Centre By-Laws will come before the members at the Annual Meeting of Members to be held on Thursday November 5, 2020 at 6:00 p.m. The proposed amendments are as follows:
NOTE:	Recommended changes to the By-law are underlined below.  The words “he or she” were replaced with the word “their” throughout the document.  Paragraph numbers were also adjusted in order that they remain sequential. 

MEMBERSHIP

6.01	Members

A member of ARCH shall be an individual who is interested in furthering the purpose and objectives of the Centre. 

An applicant for membership shall be conferred with membership following a review of the application and upon the Board of Directors approving the applicant as a member at a Board meeting.  

The Board of Directors of the Centre may confer Honourary Life Membership in the Centre on any person who has made an outstanding contribution to the Centre.  Honourary Life Members shall have none of the rights and privileges of members, and shall not be required to pay annual membership dues.  Honourary Life Members shall have no vote at meetings of the members of the Centre.

MEETINGS OF MEMBERS

7.01	Annual General Meeting

	The Annual General Meeting of the Centre shall be held annually at such date, time and place within Ontario as the Board of Directors may determine for the purpose of:

(a)	considering and approving the minutes of the previous annual meeting and any special meeting that may have been held since the last annual meeting; 
(b)	receiving and approving considering a report of the activities of the Centre for the previous year; 
(c)	receiving and approving  considering the audited financial statements of the Centre and the auditor's report;	
(d)	considering and confirming new by-laws and amendments to or revocations of existing by-laws passed by the Board of Directors in the previous year;
(e)	receiving and considering such other information or material relating to the Centre's affairs as, in the opinion of the Board of Directors, is of interest or importance to the members;
(f)	transacting any other business properly brought before the meeting;	
(g)	electing directors; and,
(h)	appointing the auditors for the next fiscal year.

 8.02    Eligibility
Any person is eligible to be a Director of the Centre who:
(a)     is a member of the Centre; and  
(b)     is not a current employee of the Centre and has not been an employee of the Centre at any time during the last three (3) years; and
(c)    is not a current client; and
(d)    is not a family member of:
        (i)  a current employee; or
        (ii)  a current client; or
        (iii) a current Board member, and 
(e)     is not a current employee of another community legal clinic and has not been an employee of another community legal clinic at any time during the last three (3) years; and  
(f)    is legally competent to conduct business and enter contracts under the laws of Canada and its provinces.

8.03	Term of Office

Directors shall hold office until the second Annual General Meeting following that person’s election or until that person’s successor or replacement has been named, as long as they remain eligible pursuant to Article 8.02 or 8.06. Directors shall retire at the second Annual Meeting following their election but shall be eligible for re-election if otherwise qualified. Directors may be elected for one (1) year if filling a mid-term vacancy. 

Where ever possible, terms of office shall be staggered so that the terms of seven (7) Directors expire one year, and the terms of eight (8) Directors expires the following year. A Director may be elected for four (4) consecutive terms. 

	Executive Director

The Board shall may appoint an Executive Director to manage the affairs of the Centre under the general direction of the Board.  The Executive Director shall hold office at the pleasure of the Board or until they he or she resigns the office.

The Executive Director shall be accountable to the Board for the proper and legal conduct of the business of the Centre according to the policies from time to time established by the Board.  They he or she shall be responsible for the organization of the work of the Centre and for the engagement, supervision, direction and discharge of all employed personnel in accordance with the personnel policies form time to time established by the Board.

The Executive Director shall be a non-voting, ex officio officer of the Centre and shall be entitled to receive notice and attend all meetings of the Board, committees and members.

The Board shall follow due legal process in reviewing the performance of the Executive Director and considering an action to terminate their employment. A resolution of the Board to terminate the Executive Director shall require approval of a majority of the director positions provided by this by-law, at a meeting duly called to consider such action.

10.08	Removal of Officers

The Board may by resolution, approved by the majority of the director positions, regardless of whether they are then occupied by the incumbents, remove any officer appointed or elected by the board.  Officers may be removed by at least two-thirds of the  majority votes of the members present and voting at a regular or special meeting of the membership duly called for that purpose, provided that a quorum is present.

BOOKS AND RECORDS

16.01	General

The Board shall ensure that all necessary physical and electronic minutes, documents, books, and records of the Centre required by this by-law or any applicable statute are regularly and properly kept and securely stored and maintained at ARCH’s head office. 

16.02	Minutes

The minutes of each meeting of the Board, committees and members of the Centre shall be properly recorded and approved at the next subsequent meeting of the Board, committee or members for which the minutes were recorded.  The minutes of any and all meeting of the Board, committees and members shall be made available forthwith to the directors of the Centre.  The minutes of all meetings of members shall be made available to all members of the Centre.  The Board, in its discretion, may, upon adequate notice, make available to members of the Centre any or all minutes of the Board and committees.

In Camera minutes, where the Executive Director is present for the meeting, shall be kept in electronic format in a folder that is only accessible to the Executive Director and Office Manager.  Where the Executive Director is not present, the Board shall appoint a recorder and the minutes shall be kept by the Chair of the Board confidentially and passed down to each successive Chair. 

18.	Organization Dissolution 

After the organization dissolves and pays all of its debts and liabilities, it will distribute or dispose of its remaining property to charities registered under the Income Tax Act. 

19.03	The Board of the Centre shall consider such proposed By-law amendment and provide the Members with the Board’s written recommendation at least twenty-one (21) days before the next scheduled Annual general meeting that is at least sixty (60) days after receipt of same by the Secretary,  meeting of the members The Board may call a Special Meeting to deal with the amendment as per Section 7.02 if needed at which the proposed amendment is to be considered.  Such written recommendation shall be approved by a simple majority of those members of the Board present at the meeting at which such written recommendation is considered.

19.04	Any such proposed amendment shall be placed before the Members no later than the first annual general meeting that is at least sixty (60) days after receipt of same by the Secretary.