Bylaws of FRIENDS OF HIGH PARK ZOO

Update: June 22, 2022

Table of Contents

Section 1 – Directors

Section 2 – Board Meetings

Section 3 – Officers 

Section 4 – Conflicts of Interest

Section 5 – Members

Section 6 – Members’ Meetings

Section 7 – Notices

Section 8 – Finances & Signing Authority

Section 9 – Adoption and Amendment of Bylaws

Section 10 – Definitions & Interpretation 

Section 1 - Directors

Electing and Appointing Directors

1.1 How will Directors be selected?

There will be a Board of Directors, compromised of no fewer than three (3) and no more than seventeen (17) Directors serving either one or two year terms. The Members elect Directors.

1.2 Ex-Officio Board Member

The sitting City Councillor for the Ward in which High Park Zoo is situated shall serve as an Ex- Officio member of the Board of Directors. The Ex-Officio Board member described herein shall have no voting rights and shall not be counted to constitute a quorum of a meeting of the Board of Directors. 

Empty Seats

1.3 In what situation does a Director cease holding office before the end of their term?

A Director will stop holding office immediately if he/she:

• dies

• becomes bankrupt

• is removed by the Members at a Members' meeting by ordinary resolution, or

• is found to be incapable of managing property by a court or under Ontario law

1.4 Can the members remove a Director from office?

Members may remove a Director before the end of their term of office. Members may do this by passing a resolution at a Members Meeting with at least a majority (51%) of the votes cast by the Members. If a vacancy occurs as a result of the Members removing a Director the Member may fill the vacancy by a majority vote.

1.5 How are Board seats filled when they've been vacated mid term?

A quorum of Directors may fill a vacancy among the Directors by a majority vote, and the Director appointed to fill the vacancy holds office for the remainder of the unexpired term of the Director's predecessor. After that, the appointee will be eligible to be elected as a Director..

1.6 How many Directors may a quorum of Directors appoint?

Aside from filling a Director vacancy as set out in Section 1.5, the Directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next Annual General Meeting. The total number of directors so appointed may not exceed one-third of the number of directors elected at the previous Annual General Meeting of the members.

1.7 What if the vacancy means there isn't a quorum of Directors?

If there aren't enough Directors to make up a quorum or the Members did not elect the minimum number of Directors set out in the articles, the Directors in office will, without delay, call a special Members' Meeting to fill the vacancy. If the Directors fail to call such a meeting, the meeting may be called by any Member.

1.8 What is the voting threshold to elect a Director mid-term?

If the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by a majority (51%) vote. The Board may fill any other vacancy by a majority (51%) vote.

1.9 How long is the term of office for a Director filling a vacancy? 

The Director elected to fill the vacancy will hold office for the remainder of the removed Director's term. After that, the appointee will be eligible to be elected as a Director.

Committees

1.10 Can the Board delegate its powers to a Managing Director or Executive Committee? 

The Board may appoint Directors to be a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated. 

1.11 Who decides on the composition and rules of Board committee?

Any committee of Directors may create its own rules of procedure, subject to such rules or directions as the Board may from time to time make. The Board may remove any committee member by resolution. 

Paying Directors

1.12 Can we pay directors as their work as Directors?

No. However, we can reimburse Directors for reasonable expenses they incur in the performance of their Directors' duties. 

1.13 Can we pay directors for their work in other capacities for the Corporation?

No. However, we can reimburse Directors for reasonable expenses they incur in the performance of work in other capacities for the Corporation.

1.14 Can we pay directors for their work as directors or in other capacities?

No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

Section 2 - Board Meetings

2.1 Regular Board Meetings

The Board may fix the place and time of regular Board meetings. The Board of Directors will endeavour to meet once a month.

2.2 Who can call Board Meetings? 

Any Director may call meetings of directors at any time and any place on notice as required by the Notices Section of this Bylaw. 

2.3 What constitutes "quorum" for a Board Meeting?

The quorum for a meeting of the Board of Directors is a majority of the Directors. If there is an even number of Directors, a “quorum” is 50% plus 1.

Board Meeting Notices

2.4 Do we have to give advance notice for Board Meetings? 

Notice of the time and place for the holding of a meeting of the Board will be given to every Director of the Corporation in the manner provided in the Notices Section of this Bylaw. 

2.5 How long in advance does the notice have to be given?

Notice of the time and place of the meeting must be given not less than 5 days before the date that the meeting is to be held. 

2.6 How should notice be given?

Notice must be given according to requirements set out in the Notices Section of this Bylaw. 

2.7 When can we have a Board Meeting without advanced notice?

Notice of a meeting is not necessary if: 

a. all of the Directors are present, and none objects to the holding of the meeting,

b. those absent have waived notice or have otherwise signified their consent to the holding of such meeting, or

c. a quorum of Directors is present and it would be the first meeting of a newly elected or appointed Board immediately following the Annual General Meeting of the Corporation.

Conducting Board Meetings

2.8 Who will chair Board Meetings? What if they are absent?

The Chair or their designate will oversee Board Meetings. If the Chair is absent, the Directors present will choose a Director to act as the Chair. 

2.9 How will voting be conducted at the Board Meeting? 

Each Director, including the Chair, has one vote. Questions arising at any Board Meeting will be decided by a majority (51%) of votes unless otherwise required by the Act.

2.10 Will the Chair have the power to break ties?

In case of an equality of votes, the Chair will have a second vote or casting vote.

Phone and e-Meetings

2.11 Can Directors join Board Meetings online or by phone?

If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephone or electronic means. The telephone or electronic means must allow all participants to communicate adequately with each other during the meeting. A Director participating in the above ways is deemed to be present at that meeting. For greater certainty, Board meetings may be held entirely by phone or electronic means.

Section 3 - Officers

Appointments and Removals

3.1 What Officers can the Board appoint?

The Board will appoint from among the Directors a Chair and may appoint any other person to be Vice-Chair, Treasurer and Secretary at its first meeting following the Annual General Meeting of the Corporation. The Board may appoint other Officers and agents as it deems necessary. These Officers and agents will have such authority and duties as the Board may assign from time to time. 

3.2 Can one person hold more than one office? 

The same person may not hold two or more offices of the Corporation.

3.3 Who can remove an Officer? 

The Board may remove any Officer by resolution. 

3.4 For what reasons may an Officer be removed? 

An Officer may be removed for any of the following reasons: theft, mismanagement, perjury, neglecting or failing to complete duties.

Section 4 - Conflicts of Interest

4.1 Are Directors required to disclose any conflict of interest?

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act. 

4.2 Are Directors who have a conflict of interest allowed to vote?

No such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction, except as provided by the Act.

4.3 Can a Director get a director or indirect financial benefit from a contract or transaction with our charity?

No Director shall, directly or through an association, receive a financial benefit, through a contract or otherwise, from the Corporation if it is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with.

Section 5 - Members

5.1 How many classes of Membership are there?

Membership in the Corporation shall consist of 1 class of Members. Membership in the Corporation will include the incorporators named in the articles until such time as their membership ends.

5.2 How does someone become a Member?

Membership will consist of individual who have met the criteria established by the Board and been accepted for "Class 1" membership in the Corporation. A director is required to be a Member.

5.3 What rights do Members have?

As set out in the articles, each Member of the "Class 1" class is entitled to receive notice of, attend, and vote at all Members' Meetings, and each Member of the "Class 1" class will be entitled to one (1) vote at such meetings. 

5.4 How does membership end?

Membership in “Class 1” class automatically terminates if the Member resigns or such membership is otherwise ended according to the Act.

5.5 How long does membership last?

The term of membership will be 1 year or until the next following AGM, whichever is longer, subject to renewal in accordance with the Board resolution.

Transferal of Membership

5.6 Can Members transfer their Membership to others?

Membership in the Corporation is not transferable.

Discipline of Members

5.7 Who can discipline Members or terminate their membership? 

The Board may pass a resolution authorizing authorizing disciplinary action or the termination of Membership for: violating our code of Conduct or other policies, violating our bylaws and any other reasons calling for discipline in the Discretion of Discipliner.

5.8 How much advance notice must the discipliners give the Member?

The discipliners must provide 15 days’ written notice to a Member before passing the above-mentioned resolution.

5.9 What information should the notice include?

The notice will set out the reasons for the disciplinary action or termination of membership.

5.10 Does the Member have a right to respond?

The Member receiving the notice is entitled to give the discipliners an oral and a written submission addressing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the submission of the Member before making a final decision regarding disciplinary action or termination of membership.

Section 6 – Members’ Meetings

Annual General Members' Meeting

6.1 When and where will the Annual Members' Meeting be held?

The Board shall call an annual meeting of the Members of the Corporation, known as the Annual General Meeting or AGM, (i) within 18 months after the Corporation comes into existence; and (ii) subsequently, not later than 15 months after holding the preceding annual meeting. The Board will decide the date and place of the Annual General Meeting. The place of the Annual General Meeting must be within Ontario. 

6.2 What will the agenda of the Annual General Meeting (AGM) be?

The business at the Annual General Meeting will include the following:

a. Approve the agenda for the AGM 

b. Approve the minutes of the previous AGM and any special meetings

c. Review the Board-approved financial statements for the previous year

d. Report from the auditor or the person appointed to review the Corporation’s finances

e. Reappoint the auditor or appoint a new public accountant to do an audit or review engagement

f. Elect directors, and

g. Any new or special business that was included in the notice of the meeting

6.3 Can anything be added to the agenda? If so, how?

Voting Members have a right to submit proposals to be added to the agenda. They must give the proposal to the Board prior to the giving of notice of the Annual General Meeting in accordance with the Act, so that such items of new business can be included in the notice of Annual General Meeting. No other item of business shall be included on the agenda for the Annual General Meeting.

6.4 Do Members have a right to access financial documents ahead of the meeting?

Members shall be provided, not less than 10 days or other number of days prescribed in regulations before the Annual General Meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the Bylaws or articles.

Special Members' Meetings

6.5 Who can call a Special Members' Meeting?

The Directors may call a Special Members’ Meeting.

6.6 Can the Members make the Directors call a Special Members’ Meeting? If so, how?

The Board will convene a Special Members’ Meeting on written request of not less than 10% of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the request.

Notice

6.7 Do we have to give advance notice of Members' Meetings? If so, what criteria must it meet?

Subject to the Act, not less than 20 and not more than 50 days prior to the Meeting written notice of any annual or Special Members’ Meeting must be given in the manner specified in the Act and the Notices Section of this Bylaw to each Member and to the auditor or person appointed to conduct a review engagement.

6.8 How much detail must the notice contain?

Notice of any meeting where special business will be transacted must contain enough information to permit the Members to form a reasoned judgement on the decision to be taken.

Phone and e-Meetings

6.9 Can Members join Members' Meetings online or by phone?

A Member may participate in a Members’ Meeting by telephone or electronic means. The telephone or electronic means must:

• allow all participants to communicate adequately with each other during the meeting

• allow you to verify the identity of anyone casting a vote

• prevent you from knowing how they voted.

A Member participating in the above ways is deemed to be present at that meeting. Members’ Meetings may be held entirely by phone or electronic means.

Quorom

6.10 How many members need to be at the Members' Meeting to conduct official business?

A quorum for the transaction of business at the Members’ Meeting is 10 Members entitled to vote at the meeting, whether present in person or by proxy.

6.11 What happens if you lose quorum part way through the meeting?

If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

Chair of the Meeting

6.12 Who will call chair Members' Meeting?

The Chair shall be the chair of the Members’ Meeting. 

6.13 Who will chair Members' Meeting if the Chair is absent?

In the Chair’s absence, the Members present at any Members’ meeting will choose another Director as chair. If no Director is present, or if all of the Directors present decline to act as chair, the Members present will choose a Member present to chair the meeting. 

Voting

6.14 How many votes will be necessary to pass a resolution?

Business arising at any Members’ Meeting will be decided by 51% of votes unless otherwise required by the Act or the Bylaws.

6.15 How many votes will each Member have?

Each voting Member will be entitled to one vote at any Members’ Meeting.

6.16 Can Members vote by proxy?

If a Member is unavailable to attend or participate in a Members’ meeting, they may appoint another individual to vote for them by proxy. The individual voting for them does not need to be a Member.

6.17 How will votes be taken?

Votes will be taken by a show of hands among all voting Members present unless otherwise required by the Act.

6.18 Can anyone demand a written ballot?

Before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded will be taken in such manner as the chair of the meeting directs.

6.19 Will the chair of the meeting have a vote?

The chair of the meeting, if a voting Member, will have a vote.

6.20 What if there's a tie vote?

If there is a tie vote, the chair of the meeting has to call for a written ballot. The chair cannot vote in a written ballot to break a tie. If the written ballot results in a tie, the motion doesn’t pass.

6.21 How will a vote by show of hands be recorded?

Whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes will be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

6.22 Will abstentions be counted as votes?

An abstention will be considered a vote cast.

Adjournments

6.23 Does the Chair need to provide Members with advanced notice before a follow-up meeting?

The chair may, by resolution of a majority of votes cast at any Members’ Meeting, adjourn the Members’ Meeting. The Members must be provided with notice of the adjourned meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

Attendance

6.24 Who has a right to attend Members' Meetings?

The only persons entitled to attend a Members’ Meeting are: • the Members • the Directors • the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and • others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if the Chair of the meeting invites them or the majority (51%) of the Members present at the meeting consent to their being there.

Section 7 – Notices

7.1 What are valid ways of sending advanced notice of meetings?

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be delivered:

• To the last address on record for that director or member

• Email

• Other electronic means

• As the directors determine

7.2 Where should notices be sent?

Notices mentioned above will be sent to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the Board.

7.3 Can the right to notice be waived?

Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled to the notice.

7.4 Can we count the days notice is sent as part of the total number of days required for advanced notice?

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice will, unless it is otherwise provided, be counted in such number of days or other period

7.5 What effect does an error of omission have on the validity of the notice?

No error or accidental omission in giving notice of any Board Meeting or any Members’ Meeting will invalidate the meeting or make void anything that happens at the meeting.

Section 8 – Finances and Signing Authority

8.1 When does our financial year end?

The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

8.2 Does FRIENDS OF HIGH PARK ZOO have a corporate seal?

The seal of the Corporation, if any, will be in the form determined by the Board.

8.3 Who has authority to sign legal documents on behalf of the Corporation?

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time decide who will execute a particular document or type of document and how it will be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, Bylaw or other document of the Corporation to be a true copy thereof.

Section 9 – Adoption and Amendment of Bylaws

9.1 When do these Bylaws take effect?

These Bylaws come into force when they have been approved by the Members at an Annual General Meeting on the recommendation of the Board of Directors. Once thus approved, the Bylaws are deemed to be in effect as of June 22, 2022, and will replace the previous Bylaws dated January 13, 2013 as were amended from time to time.

9.2 What percentage of Member support does it take to change these Bylaws?

The Members may from time to time amend this Bylaw with 51% of the votes cast at a Members’ Meeting. 

9.3 Can the Board change the Byalwas between Members' Meetings?

The Board may from time to time in accordance with the Act pass or amend this Bylaw.

9.4 Can the Board create new Bylaws or change the Bylaws on their own?

The Board must submit any Bylaws it passes or changes it makes to existing Bylaws to the Members at the next Members’ Meeting. The Members may confirm, reject or amend the new Bylaw or Bylaw changes.

Section 10 – Definitions and Interpretation

10.1 Definitions

In this Bylaw, unless the context otherwise requires:

• “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time; 

• “Board” means the board of directors of the Corporation; 

• “Bylaws” means this Bylaw (including the schedules to this bylaw) and all other bylaws of the Corporation as amended and which are, from time to time, in force;

• “Chair” means the chair of the Board;

• “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;

• “Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called; 

• “Member” means a member of the Corporation; 

• Members” means the collective membership of the Corporation; and

• “Officer” means an Officer of the Corporation.

10.2 What if something issn't defined above?

Other than as specified in the Definitions section, all terms contained in this Bylaw that are defined in the Act will have the meanings given to them in the Act. Words in the singular include the plural and vice versa, and words in one gender include all genders.

10.3 What if part of the Bylaw is invalid?

The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw.

10.4 What if parts of the Bylaw are inconsistent with the Articles of Act?

If any of the provisions contained in the Bylaws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act will prevail.

10.5 What are the Objects of the Corporation?

The objects of the Corporation are set out in the Letters Patent, as may be amended by Supplementary Letters Patent from time to time.

ENACTED by the Board of Directors this 22nd day of June, 2022

CONFIRMED by the Members this 22nd day of June, 2022