CONSTITUTION
Article 1 – Preamble
The English name of the organization is the Help Our Students Program, also known as the HOST Program. The French name of the organization is Programme Aidez Nos Élèves, also known as Programme ANÉ. It is registered as a charity with the Canada Revenue Agency, 8144 74730 RR0001.
Article 2 – Definitions
In this Constitution, the following words have these meanings.
a. AGM means Annual General Meeting.
b. Board means the Board of Directors of this Organization.
c. Chair means the Chairperson of the Board of Directors.
d. Vice-Chair means the Vice-Chairperson of the Board of Directors.
e. Secretary means the Secretary of the Board of Directors.
f. Director means any person elected or appointed to the Board.
g. General Meeting means a meeting of the Members of the Organization and includes the AGM.
h. Member or Membership means a Member of the Organization.
i. Participating School means a youth high school that has agreed to participate in the activities of the Organization.
j. Recipient means a student selected by the Organization to receive an award.
k. A partnership means two people who are legally married or who live together as a married couple.
Article 3 – Object of the Organization
3.1 The object of the Organization is to relieve poverty by providing financial assistance to students living in difficult financial circumstances to help them graduate high school.
3.2 The Organization shall be carried on without purpose of gain for its members, and any profits or other gains to the Organization shall be used in promoting its object.
Article 4 – Membership
4.1 A donation equal to or greater than the amount set by the Board made after the previous AGM and before the next AGM confers membership to the donor.
4.2 A donation of two (2) times the amount set out in 4.1 grants membership to both members of a partnership.
4.3 A Member in good standing is entitled to:
a. receive notice of General Meetings;
b. attend any General Meeting;
c. speak at any General Meeting;
d. cast one vote on any motion submitted to a vote of the Members.
4.4 The Organization may, by resolution at a General meeting, expel any Member for any cause which is deemed sufficient in the interests of the Organization. This decision is final.
4.5 No right or privilege is transferable to another person. All rights and privileges cease at the conclusion of an AGM, when the Member resigns, dies or is expelled from the Organization.
4.6 No Member is, in an individual capacity, liable for any debt or liability of the Organization.
Article 5 – Meetings of the Organization
5.1 The Annual General Meeting
5.1.1 The Organization holds its AGM in Ottawa, Ontario or virtually at the discretion of the Chair. The Chair sets the place, date, and time of the meeting provided it shall be held no later than twenty-four months following the previous AGM.
5.1.2 The Secretary mails, emails or delivers a notice to each Member at least twenty-one (21) calendar days before the AGM. This notice states the place, date and time of the AGM, and any business requiring a resolution. In the case of a virtual meeting, the link to the meeting shall be emailed at least seven (7) days before the meeting.
5.1.3 The AGM deals with the following matters:
a. adopting the agenda;
b. considering the Chair’s report;
c. considering the President’s report;
d. reviewing the financial statements setting out the Organization’s income, disbursements, assets and liabilities;
e. electing the President, if necessary;
f. electing the Directors, if necessary;
g. considering matters specified in the meeting notice;
h. other Resolutions proposed by the Board.
5.1.4 Members may submit resolutions to the Board through the Secretary no less than fourteen (14) days prior to the AGM. If approved by the Board, any such resolution will be introduced at the AGM, notwithstanding article 5.1.2.
5.1.5 Attendance by ten (10) percent of the Members at the AGM constitutes a quorum.
5.1.6 The Chair cancels the AGM if a quorum is not present within one-half (1/2) hour after the set time. If cancelled, the meeting is rescheduled, at the Chair’s discretion, within thirty (30) days following the date of the cancelled meeting. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.
5.2 A General Meeting other than the AGM may be called by a resolution of the Board, or by at least twenty-five (25) Members, on ten (10) days’ notice. Such notice shall be provided to each Member by email and shall state the place, date, time and purpose of the meeting and any business requiring a resolution.
5.3 The Vice-Chair chairs in the absence of the Chair.
5.4 Voting
5.4.1 Each Member has one (1) vote. A show of hands decides every vote. A majority of votes of the Members present decides each resolution. A Member may not vote by proxy.
5.4.2 The Chair has a second or casting vote in the case of a tie vote.
5.4.3 The Chair or, in the absence of the Chair, the Vice-Chair, decides, in good faith, any dispute on any vote. This decision is final.
5.5 No action taken at a meeting is invalid due to:
a. accidental omission to give any notice to any Member;
b. any Member not receiving any notice; or
c. any error in any notice that does not affect the meaning.
Article 6 – Governance of the Organization
6.1 The Board of Directors
6.1.1 The Board governs the affairs of the Organization.
6.1.2 The powers and duties of the Board include:
a. promoting the object of the Organization;
b. maintaining and protecting the Organization’s assets;
c. paying all expenses for operating and managing the Organization;
d. investing any monies, as required;
e. making policies for managing and operating the Organization;
f. maintaining all accounts and financial records of the Organization;
g. approving the Officers, subject to ratification of new or renewed Officers at the next AGM;
h. when appropriate, appointing an auditor;
i. without limiting the general responsibility of the Board, delegating its powers and duties to the President.
6.1.3 The Board consists of twelve (12) Directors:
a. The Chair, and
b. the Vice-Chair, and
c. the Secretary, and
d. Nine (9) Directors-at-large elected at the AGM from among the Members.
6.1.4 The Co-Founder of the Organization, Mr. Richard Lussier, is the Founding Chair and shall remain in that position until his death or upon his resignation. The Co-Founder of the Organization, Mr. Don Stephenson, is the Founding Vice-Chair and shall remain in that position until his death or upon his resignation.
6.1.5 The duties of the Chair are:
a. Chairing General Meetings and meetings of the Board of Directors;
b. acts as the spokesperson for the Organization;
c. acts as the direct supervisor of the President;
d. together with the President and the Chief Financial Officer, if any, signs the financial statements of the Organization.
6.1.6 The duties of the Secretary are as follows:
a. keeps accurate minutes of all meetings of the Organization;
b. maintains a record of names and addresses of all Members of the Organization;
c. sends all notices of various meetings;
d. files the annual return, changes in the Directors and Officers of the Organization, amendments to the Constitution; and
e. carries out other duties assigned by the Board.
6.1.7 Nominations for election as Director are made by the Board. No other nominations may be made during an AGM.
6.1.8 Directors are elected for a five-year term.
6.1.9 The Board shall have the power to fill any vacancies on the Board during the period between AGMs.
6.2 Meetings and Resolutions of the Board of Directors
6.2.1 The Board holds at least two (2) meetings each year. The Chair calls the meetings. The Chair also calls a meeting if any six (6) Directors make a request in writing and state the business of the meeting.
6.2.2 Seven (7) calendar days’ notice by email is sent to each Board member. Board members may waive notice.
6.2.3 Six (6) Directors at least one of which is either the Chair or the Vice-Chair present at any Board meeting constitutes a quorum.
6.2.4 Each Director has one (1) vote. The Chair has a second or casting vote in the case of a tie vote.
6.2.5 All Directors may agree to and sign a resolution. This resolution is as valid as one passed at any Board meeting. It is not necessary to give notice or to call a Board meeting. A Board member’s agreement by email constitutes having signed the resolution.
6.2.6 A meeting of the Board may be held virtually. Directors who participate in the meeting virtually are considered present at the meeting.
6.2.7 Irregularities or errors made in good faith do not invalidate anything done at any meeting of the Board.
6.3 Officers
6.3.1 The Officers of the Organization are the President, the Vice-President, and the Chief Financial Officer or Treasurer.
6.3.2 A person may hold more than one office, except the offices of President and Vice-President.
6.3.3 The Co-Founder of the Organization, Mr. Richard Lussier, is the Founding President and shall remain in that position until his death or upon his resignation. The Co-Founder of the Organization, Mr. Don Stephenson, is the Founding Vice-President and shall remain in that position until his death or upon his resignation.
6.3.4 The Officers shall be approved by the Directors, subject to ratification by a General Meeting. The initial term of office shall be five (5) years while subsequent terms of office shall be at the discretion of the Directors but not exceeding five (5) years. The Officers hold office until re-elected or until a successor is elected.
6.4 Duties of the Officers of the Organization
6.4.1 The duties of the President are as follows:
a. manages the affairs of the Organization;
b. carries out other duties assigned by the Board.
6.4.2 The duties of the Vice-President are as follows:
a. manages the affairs of the Organization in the President’s absence;
b. replaces the President at various functions when asked to do so by the President or the Board; and
c. carries out other duties assigned by the President.
6.4.3 The duties of the Chief Financial Officer or Treasurer are as follows:
a. ensures that all deposits and payments are properly made;
b. ensures that all monies paid to the Organization are deposited in a Canadian chartered bank designated by the Board;
c. presents a detailed account of revenues and expenditures to the Board as requested;
d. if requested by the Board, prepares and presents an audited statement of the financial position of the Organization to the AGM;
e. carries out other duties assigned by the President.
6.5 Honorary Directors
6.5.1 The Board may bestow, by resolution, the status of Honorary Director upon an individual in order to recognize past contributions to the Organization or to facilitate an advisory role to the Board.
6.5.2 Honorary Directors are entitled to:
a. Attend Board meetings and the AGM;
b. Receive correspondence circulated within the Board; and
c. Submit comments on proposed resolutions of the Board.
6.5.3 Honorary Directors are not entitled to a vote at Board meetings and, unless they are members as set out in Article 4, at AGMs.
6.5.4 Appointments as Honorary Directors are for an indeterminate term and may be revoked by resolution of the Board.
Article 7 – Finance and Other Management Matters
7.1 The Registered Office of the Organization is in Ottawa, Ontario.
7.2 The fiscal year of the Organization ends on June 30 of each year.
7.3 Banking and investment documents are signed by the President or Vice-President and one Officer of the Organization. The President or another person authorized by the Board makes electronic transfers to recipients and between bank and investment accounts.
7.4 No Member, Director or Officer of the Organization receives any payment for services rendered as a Member, Director or Officer.
7.5 Reasonable expenses incurred while carrying out duties of the Organization may be reimbursed upon Board approval.
7.6 Interest income on the Organization’s investments is reserved to cover administrative expenses.
7.7 Donations made by Directors may be reserved, wholly or in part as directed by the Director, to cover administrative expenses.
7.8 While the goal of the Organization is that all monies received by the organization are reserved for distribution to recipients, the Board may approve the use of donations to cover administrative expenses.
Article 8 – Effective Date
8.1 The Constitution of the Organization took effect on 1 May 2013.
Article 9 – Amending the Constitution
9.1 This Constitution may be cancelled, altered or added to by a resolution at any meeting of the Board of Directors. Such resolution requires approval by a majority of the Directors present.
9.2 Any addition, deletion or amendment to the Constitution requires ratification at the next General Meeting. Such resolution requires approval by the majority of the Members present.
9.3 The twenty-one (21) days’ notice of the General Meeting must include details of the proposed resolution to change the Constitution.
9.4 Rejection of such addition, deletion or amendment at the next General Meeting will not affect or negate any actions taken by the Board of Directors prior to the General Meeting.
Article 10 – Succession Plan
10.1 Upon the death or resignation of the President, the Vice-President shall become Acting President until the Board selects a new President. The Board of Directors shall appoint one of the Directors to act as Acting Vice-President until the Board selects a new President.
10.2 At the first Board meeting following the death or resignation of the President, the Board shall elect a President for a term of five (5) years.
Article 11 – Distributing Assets and Dissolving the Organization
11.1 The Organization does not pay any dividends or distribute its property among its Members.
11.2 Upon the dissolution of the Organization and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charities registered under the Income Tax Act (Canada) with objects similar to the object of the Organization.
11.3 Members are to select the organization to receive the assets by special resolution. In no event shall any Members receive any assets of the Organization.
BY-LAWS
Article 1 – Definitions
1.1 Definitions
1.1.1 The Definitions listed in the Constitution also form part of the By-Laws.
1.1.2 An additional definition is:
a. School Contact means the person appointed by the Principal of a Participating School
to act as its liaison with the HOST Program.
Article 2 – Selection of Recipients
2.1 Selection criteria
2.1.1 Students who meet the following criteria are eligible to receive a HOST Program award:
a. The student must have completed at least one year at that school and demonstrated a high degree of commitment to school, a strong work ethic and dedication to an academic program.
b. The student must be in a difficult financial situation where financial assistance will have a significant impact on the individual’s quality of life.
2.1.2 HOST Program awards are intended to reward effort. The award is not intended to stimulate students to improve their commitment to school; the award recognizes students who already meet the selection criteria. The award is intended to assist students with their day-to-day finances; it is not intended as a savings plan.
2.1.3 A student who ceases to attend school becomes ineligible to receive any further financial support.
2.2 Selection process
2.2.1 Prior to the opening of the school year, the President communicates with each Participating School to confirm the number of students who will be provided financial support from the HOST Program for the next academic year. If a participating school has a returning student who was in receipt of financial support the previous year, the student is eligible to continue receiving it provided that the school confirms via email that the student still meets the selection criteria.
2.2.2 When a participating school has been informed that one or more new students will receive financial support, the school conducts the appropriate search for qualified candidates.
2.3 Number of awards
2.3.1 Each year, the Board decides the number and amount of awards to be given for the next academic year.
2.3.2 Provided that there are sufficient funds, students already in receipt of an award may continue to receive financial support until they graduate provided that they continue to meet the criteria and they have been selected by their school.
2.3.3 The Board considers the following factors in determining the number of awards to be given:
a. the amount of funds on hand;
b. projections for future donations;
c. the distribution of donations earmarked for a specific school and unrestricted;
d. current commitments (students currently in the Program until they graduate).
2.3.4 Notwithstanding article 2.3.1, the President may increase the number of awards provided the additional awards are fully funded by the school or one or more donors donating specifically for that school.
2.3.5. Notwithstanding article 2.3.1, at the request of Participating schools, the President may approve up to three additional awards.
2.4 At the request of a participating school or based on information received, the President may make an emergency payment to a student in financial need. The Board shall set the maximum amount available each year for this purpose. The Board shall be regularly informed of such payments.
2.5 There are no restrictions or limitations imposed on a recipient on the use of the award.
2.6 The identity of HOST Program award recipients, either by name or by describing the recipient’s circumstances, is not divulged to any person except to a school official or a member of the Board as required. There is no confidentiality restriction imposed on the recipient.
Article 3 – Participating Schools
3.1 Any youth high school governed by one of the following School Boards located within the boundaries of the City of Ottawa may participate in the HOST Program:
a. Ottawa Catholic School Board;
b. Ottawa-Carleton District School Board;
c. Conseil des Écoles Catholiques du Centre-Est;
d. Conseil des écoles publiques de l’Est de l’Ontario.
3.2 Schools in other jurisdictions may participate in the HOST Program provided the awards are fully funded by the school or by one or more donors.
Article 4 – Recipients’ Responsibilities
4.1 There are no restrictions or conditions on the use of the award.
4.2 The Board may require recipients to provide feedback on the impact of the award. For example, the students may be required to submit a letter or to complete a survey. The President shall set deadlines for the completion of any requirements associated with receiving a Help Our Students Program award.
4.3 The students may not receive a monthly transfer if they have failed to complete a requirement. If there are extenuating circumstances, the President may waive this condition.
4.4 Letters can be mailed or emailed to the President.
Article 5 – Reporting
5.1 Each donor receives a President’s Report at least twice per year. Each report provides an update on the activities of the HOST Program. The July report includes excerpts from the recipients’ letters and a current financial statement (Balance Sheet and Statement of Revenue and Expenses).
Article 6 – Finances and Administration
6.1 Banking
6.1.1 The HOST Program operates its accounts with the Royal Bank of Canada.
6.1.2 The Board may designate another Canadian chartered bank to conduct its banking.
6.1.3 The Board may add, change or delete an account.
6.2 Unless directed otherwise, the President may purchase Guaranteed Investment Certificates (GIC) as required.
6.3 Payment of Awards
6.3.1 Recipients are required to have a bank account with the HOST Program bank and to inform the President of the details of the account: transit number and account number.
6.3.2 The financial support usually consists of:
a. ten (10) monthly payments to the recipient, beginning in September of the school year, at the amount approved by the Board;
b. two (2) monthly payments in July and August to a current recipient who is renewed for an additional year by the student’s school prior to the end of the current school year;
c. at the discretion of the President and based on circumstances surrounding the recipient, a different payment arrangement may be made.
6.3.3 At the President’s discretion, the first transfer to a recipient will be made retroactive to September 1 of the applicable school year.
6.3.4 Electronic transfers to a returning recipient are made once a confirmation email from the School Contact is received by the President, confirming that the recipient continues to meet the criteria to receive an award.
Article 7 - Amending the By-Laws
7.1 These By-Laws may be cancelled, revised or added to by a resolution at any meeting of the Board of Directors.