Our Constitution & By-laws 2017

Approved: 2017-06-20

THE VICTORIA GENERAL HOSPITAL AUXILIARY

CONSTITUTION

  1. NAME:

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The name of the Society is the "Victoria General Hospital Auxiliary" called "The Auxiliary."

  • PURPOSE:

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The purpose of The Auxiliary is promote the welfare of the Victoria General Hospital, through service to the Hospital and its patients by fund-raising as well as the encouragement of good public relations between Victoria General Hospital and the public, in accordance with Hospital policy.

BY-LAWS

BY-LAW 1 – MEMBERSHIP

  1. Qualifications: A candidate for membership shall agree with the Auxiliary's purpose, agree to uphold these By-Laws, and be willing to participate in the fund-raising activities of the Auxiliary. Such candidate completes the application form and pays the fee and the Board Directors examines the application and may check references before voting to accept or reject the application.
  2. Classes of Membership:
    1. Members in good standing have been accepted by the Board and must uphold the Constitution, comply with these By-Laws, pay annual dues, and not be indebted to The Auxiliary.
    2. Life Membership may be conferred by a vote of two-thirds at an Annual General Meeting and

shall have all the privileges and responsibilities of Members in good standing without being required to pay dues.

  1. Honorary Membership may be conferred on an individual for one year by a vote of two-thirds at an Annual Meeting and shall have all the privileges and responsibilities of active membership without being required to pay that year's dues.
  1. Cessation of Membership: A person shall cease to be a member of The Auxiliary by notifying the Executive of his/her desire to resign; on being expelled by a two-thirds (2/3) resolution passed at a General Meeting, which includes the reason for such expulsion; or by not having been a member in good standing for one year
  2. Expulsion: A member may be expelled by a special resolution of directors for taking any action which is deemed harmful or detrimental to the operation of The Auxiliary, to its fund-raising efforts, to another member, to The Victoria General Hospital, or to the Vancouver Island Health Authority. The person must be given an opportunity to be heard prior to voting.
  3. Remuneration: In special circumstances remuneration or honorarium may be given to a member by resolution of the general membership.
  4. Membership dues are payable at the beginning of the fiscal year (April 1) in the amount determined at an Annual General Meeting.

 

BY-LAW 2 – MEETINGS

  1. There shall be at least four (4) General Meetings and one (1) Annual General Meeting every year, although twelve (12) members in good standing may call a Special Meeting.
  2. Meeting times, dates, and locations are determined by the Executive.
  3. Members in good standing must receive phone, email, or written notice of the Annual General Meeting or any Special Meeting at least two (2) weeks prior to such meeting.
  4. The Annual General Meeting shall be held after financial year end; for the purpose of adoption of rules of order, the consideration of annual reports and financial statement, report and appointment of auditors, election of officers, and other business as may properly come before it.
  5. The Executive will confer or meet prior to each General Meeting to draw up the agenda and put in order such business as shall properly come before the meeting.
  6. A Director may convene a Board meeting on seven (7) days’ notice.
  7. The quorum for Executive meetings shall be 50% ; the quorum for General Meetings, Special Meetings, and Annual General Meetings shall be fifteen (15) members in good standing. Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted when a quorum is not present. If there ceases to be a quorum, business must be suspended or terminated.
  8. The accidental omission or non-receipt of notice does not invalidate proceedings.
  9. The President will chair meetings of the Board and meetings of members. If absent the Vice-President will take the chair. If neither is present, one of their number will be elected to chair that meeting.
  10. Committees must elect their chairs. If absent, one of their number will be elected to chair that meeting.
  11. A resolution in writing, signed by all officers and directors is valid and may be added to the minute book.

BY-LAW 3 – VOTING

  1. A member in good standing present at a meeting is entitled to one vote, with the exception of the chair who votes only to break a tie..
  2. Proxy votes by reason of absence from the area or illness are allowed, and must be delivered to a member of the Board by hand, mail, or email.
  3. Ballots will be used when a majority of members in good standing in attendance desire it.

BY-LAW 4 – THE BOARD OF DIRECTORS

  1. The Board comprises Officers and Directors.
  2. The Officers shall be President, Treasurer, and Secretary. There may be Vice-Presidents and other Officers, if desired by the General Membership or the Board, if candidates are willing to stand.
  1. The Board may appoint up to six (6) Directors in specific capacities or to serve at large. One shall be the Membership Convenor. Terms end at each Annual General Meeting.
  2. The Past President and Volunteer Co-ordinator for the Hospital will be ex-officio Directors.
  3. All Officers shall have two-year terms.
  4. Any Officer may stand for election or re-election to any position, except the President who may serve a maximum of six (6) consecutive years. This is automatically extended should there be no Vice-President in office willing and able to stand for election.
  5. All Officers shall have been members in good standing of the Auxiliary for at least one year.
  6. Any vacancy among Officers or Directors shall be filled by appointment of the Executive until the

 

ensuing Annual General Meeting.

  1. Neither the Shop Convenor nor the Shop Head Bookkeeper may serve concurrently on the Auxiliary Board.
  2. The Board is responsible for the management of the business of the Auxiliary and shall report to the general membership.
  3. The Board shall name the Shop Convenor and Shop Bookkeeper, who shall serve at the pleasure of the Board.
  4. The Board may, by special resolution, remove or elect a Director.

BY-LAW 5 – DUTIES

  1. The President shall preside at all Executive, Special, General, and Annual General Meetings of the Auxiliary and be an ex-officio member of all committees and the official spokesman for the Auxiliary.
  2. The Past-President, Vice-Presidents, and any Officer or Director shall assist the President and perform duties delegated by the President, the Board, or the General Membership.
  3. The Secretary shall keep the Minute Book and be responsible for minutes of Executive, Special, General, and Annual General Meetings; as well as deal with official correspondence and record-keeping requested by the Board.
  4. The Treasurer shall receive all funds; being responsible for record keeping, banking, and payment of invoices; as well as dealing with official financial matters, permits, and reports. The Treasurer shall oversee the financial dealings of all fund-raising activities and committees; and report to the Executive and general membership on the state of the finances.

BY-LAW 6 – BORROWING POWERS

  1. The Executive may authorize securing or raising sums of money in the manner they decide.
  2. A special resolution of the general membership is required for all debentures.

BY-LAW 7 – COMMITTEES

  1. Committees may be struck at the pleasure of the Board for the better running of Auxiliary activities. All committee convenors shall report on their activities to the Annual General Meeting, as well as when requested by the general membership or Board.
  2. Under special circumstance, with the approval of the general membership, a standing committee may look after its own bookkeeping and have its own bank accounts and signing powers.
  1. The Executive shall function as a Nominating Committee or name a separate one at its pleasure.

BY-LAW 8 – ELECTIONS

  1. The Nominating Committee shall present its slate at the General Meeting preceding the Annual General Meeting.
  2. The President shall name as President of Elections a competent person not standing for office, who will chair the election at the Annual General Meeting.
  3. The President of Elections shall call for nominations for each position three (3) times before asking for a motion to close nominations.
  4. The President of Elections will determine by vote the will of the meeting vis-à-vis secret ballots.
  5. If an election is necessary, the President of Election will ask the meeting to name two (2) scrutineers to assist.
  6. The Membership Convenor must attest to each nominee's eligibility and voters’ eligibility.
  7. If a successor is not elected, the person previously elected or appointed continues to hold office.

 

  1. The President of Elections conducts the election and declares the new Officers and welcomes the President to the dais to chair the rest of the meeting. No notice is required for this first meeting as long as quorum is present.

BY-LAW 9 – FISCAL YEAR

The financial year shall end March 31st each year.

BY-LAW 10 -- AMENDMENTS

Amendments to the Constitution and By-Laws must be approved by the Board and circulated to the membership at least fourteen (14) days prior to the Annual General Meeting. Changes must have the approval of two-thirds (2/3) of the voting members present and proxies.

BY-LAW 11 -- DECLARATION OF TRUST:

  1. The Society is a charitable one, and acknowledges that all investments and property thereof, including the income therefrom, is and will be held in trust pursuant to the Constitution & By-Laws to further the purposes of the Society.
  1. In the event that The Society ceases to exist, or be liquidated, all property assets and funds shall be transferred to the Victoria General Hospital or to a like non-profit organization which has similar objectives.