By-laws

The SJC is governed by a set of by-laws:

General Bylaws (revised 2014)

Art. 1. Head Office – The head office of the Social Justice Connection, also known as the SJC, shall be established in the City and District of Montreal in the province of Quebec, Canada.

Art. 2. Seal – The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the SJC.

Art. 3. Mission

The Social Justice Connection is an independent Canadian organization working in international solidarity. Conscious that many of the world’s impoverished peoples are victims of social injustice, and inspired by the principles of the Universal Declaration of Human Rights, its mission is to engage Canadians in working for a more socially just world.

Art. 4. Members –

a. Those persons who support the purpose and mission of the SJC shall be eligible for membership.

b. Requests for membership will be decided by a resolution of the Board of Directors.

c. The Secretary shall prepare and keep an official roll of all members. The roll of members shall be updated and confirmed by the Board prior to the Annual General Meeting.

d. The Board of Directors may, from time to time, change the conditions of membership and fix, if considered appropriate, an annual fee.

e. All members will be entitled to one vote at all meetings of the general membership and the right to be elected to the Board of Directors and as an Officer of the SJC.

Art. 5. Annual General Meetings –

a. The Annual General Meeting of the members of the SJC shall be held on such date as the Board of Directors may decide by resolution, provided that it shall also be held before the end of October of each year.

b. The business at the Annual General Meeting shall be :

1. to receive the Board of Directors’ Annual Report;
2. to receive the annual financial statements and the Auditor’s report thereon;
3. to elect the Board of Directors;
4. to sanction any bylaw or amendment to a bylaw submitted by the Board of Directors;
5. to appoint the auditors for the ensuing year;
6. to deal with any other business that might appropriately be brought before the meeting.
Art. 6. Special General Meetings –

a. Special General Meetings of the members may be called at any time by the President, or by a resolution of the Board of Directors, or on the written request of at least three (3) members addressed to the President.

b. The notice of any Special General Meeting shall specify the business to be considered.

Art. 7. Notice of Meetings –

Notice of the Annual General Meeting and all Special General Meetings shall be given to the members in writing in the Upstream Journal or in any other appropriate communication at least two (2) weeks prior to the meeting. The notice should set out the principle business to be considered at the meeting.

Art. 8. Quorum –

A quorum for the transaction of business at any General Meeting of the members shall be never less than twelve (12) members.

Art. 9. Board of Directors –

a. The affairs of the SJC shall be managed by a Board of Directors of no less than eight (8) and no more than twelve (12) directors.

b. The Board of Directors shall be elected for a one (1) year term at each Annual General Meeting of the SJC.

c. No person can serve on the Board for more than five (5) consecutive years. An exception is allowed in the case of Ernie Schibli, in recognition of his central role in establishing and guiding the organization.

d. The members of the SJC may remove any director before the expiration of his/her term by a resolution passed by at least two-thirds (2/3) of the votes cast at a special general meeting called for that purpose.

e. Vacancies on the Board may be filled by a resolution of the remaining directors from among the qualified members of the SJC.

f. The Board of Directors may decide on a schedule of regular Board meetings, indicating both a time and place for such meetings.

g. Board meetings may also be called by the President and must be called by the Secretary upon the written request of any two (2) directors.

h. Notice of all Board meetings must be given to all members of the Board at least one (1) full day prior to the meeting, and such notice shall set out the purpose and agenda of said meeting.

i. A Board meeting will also be held without notice immediately following the Annual General Meeting of the SJC to elect the officers, to appoint committees, to adopt a schedule of Board meetings and to transact any other essential business.

j. A quorum for a Board meeting shall be fifty percent (50%) of the Board members, or four (4) members, whichever is greater. Participation may be in person or by suitable electronic means which allows two-way communication throughout the meeting.

k. The Board of Directors shall administer the affairs of the SJC with respect to all matters, enter into contracts on behalf of the SJC and generally exercise all such other powers as the SJC is authorized to exercise.

l. The Board of Directors shall have the power to establish projects, programmes and working groups to further the goals of the SJC; to appoint the coordinators thereof; and to set out their mandates and budgets..

m. The Board of Directors shall have the power to enact, amend and repeal the Bylaws of the SJC subject to the provisions of Art. 5 (b)(4) of this Bylaw.

n. The directors shall serve without compensation, and no director shall, directly or indirectly, receive any profit from his/her position. Reasonable expenses incurred by any director in the performance of his/her duties may be paid.

Art. 10. Officers –

a. There shall be a President, a Vice-President, a Secretary and a Treasurer, or in lieu of a Secretary and a Treasurer, a Secretary-Treasurer.

b. The President and Vice-President shall be elected by the Board of Directors from among their number at the first meeting of the Board after the Annual General Meeting of the members.

c. The other officers shall be elected by the Board but need not be members of the Board.

d. There shall be an Executive Director who shall be appointed by the Board of Directors for such term and at such remuneration as the Board shall determine.

e. The Board may appoint, in consultation with the Executive Director, such other employees as may be necessary. They shall be appointed for such terms and with such salary and conditions as may be determined by the Board.

Art. 11. Duties of the President and Vice-President –

a. The President shall preside at all general meetings of the SJC and at all Board meetings.

b. Unless decided otherwise by the Board, the President shall be the chief spokesperson for the SJC.
c. The President will be the principal signing officer for the SJC along with any other officer or the Executive Director, who from time to time, may be designated by the Board.

d. The President, in consultation with the Executive Committee, shall prepare the draft agenda for all regular meetings of the Board.

e. During the absence or disability of the President, his/her duties and powers will be exercised by the Vice-President.

f. The President and the Vice-President shall perform such other duties as from time to time are assigned by the Board of Directors.

Art. 12. Duties of the Secretary –

a. The Secretary shall record and keep the minutes of all general meetings and of all meetings of the Board.

b. She/He shall execute and distribute all notices to members and directors as required by this Bylaw.

c. She/He shall be the custodian of the seal of the SJC and of all the official records, documents and correspondence belonging to the SJC and shall assure that they are safely stored at the Head Office of the SJC.

d. The Secretary shall perform such other related duties as from time to time are assigned by the Board of Directors.

e. During the absence or disability of the Secretary, his/her duties and powers shall be exercised by such other person as the Board may from time to time appoint.

Art. 13. Duties of the Treasurer –

a. The Treasurer shall keep an account of all receipts and disbursements of the SJC in proper books of account.

b. She/He shall deposit all monies or other valuable effects in the name of the SJC in such banks as may from time to time be designated by the Board.

c. She/He shall disburse the funds of the SJC in accordance with directions from the Board of Directors, keeping proper vouchers of all such transactions.

d. She/He shall provide financial reports to the Board at their regular meetings which reports will include an account of all her/his transactions as Treasurer.
e. She/He shall perform such other related duties as from time to time are assigned by the Board of Directors.

f. During the absence or disability of the Treasurer, her/his duties and powers shall be exercised by such other person as the Board may appoint.

Art. 14. The Executive Director –

a. Subject to the general direction of the Board of Directors, the Executive Director shall administer the day-to-day affairs of the SJC, implement its budget and strategic plans and supervise the staff and volunteers.

b. She/He shall provide backup support to the officers and The Board in carrying out their responsibilities.

c. She/He shall coordinate and assist any projects, working groups and programmes established by the Board.

d. She/He shall report to the Board at its regular meetings.

e. She/He shall carry out such other related duties as the Board from time to time may assign.

f. She/He shall be an ex-officio member of all committees unless otherwise decided by the Board.

Art. 15. Committees –

a. The standing committees of the SJC shall be – the Executive Committee, the Finance Committee, the Personnel Committee and the Nominating Committee.

b. The Board of Directors may, as the need arises, establish other committees, fix their mandate and appoint their Chair and membership.

c. All committees shall report on a regular basis to the Board of Directors.

d. No expense or debt shall be incurred by any committee without the approval of the Board.

Art. 16. The Executive Committee –

a. The Executive Committee will be chaired by the President and shall consist of all the officers of the SJC plus the Executive Director as a non-voting member.

b. The Executive Committee will have all the powers of the Board of Directors except those powers reserved solely to the Board by a resolution of the Board.

c. In particular, the Executive Committee will prepare the agenda and documents required for all Board meetings.

d. The Executive Committee shall at no time have the power to amend or repeal bylaws; remove or replace directors; or to exercise any power vested by law exclusively in the Board of Directors.

Art. 17. The Finance Committee –

a. The Board of Directors shall appoint the Chair and members of the Finance Committee.

b. The Finance Committee shall assist in the preparation of the budget and the financial statements and will provide advice to the Board on all financial matters.

c. The Finance Committee will take up any other related matter referred to it by the Board of Directors.

d. The Treasurer will be an ex-officio member of the Finance Committee.

Art. 18. The Personnel Committee –

a. The Board of Directors shall appoint the Chair and members of the Personnel Committee.

b. The Personnel Committee shall advise the Board on all issues relating to personnel, including personnel needs, pay, benefits and conditions of work; the hiring, periodic evaluation and disciplining of employees; job descriptions; policies relating to volunteers; and other related matters referred to the committee by the Board.

Art. 19. The Nominating Committee –

a. The Board of Directors shall appoint the Chair and members of the Nominating Committee.

b. The members of the Nominating Committee can be appointed from the general membership but cannot include persons to be nominated.

c. The Nominating Committee shall prepare a slate of nominees for the Board of Directors and the officer positions to be elected annually.

d. The Nominating Committee shall give notice to all members of the SJC that it will accept nominations in writing from any five (5) members providing that they have the written consent of the nominee and that all nominations are in the hands of the Nominating Committee one (1) week prior to the Annual General Meeting.

Art. 20. Votes –

At all meetings, including the Annual General Meeting, Special General Meetings, the Board of Directors and committee meetings, every question shall be decided by a majority of the votes of the members present, and the decision will be so recorded in the minutes.

Art. 21. Fiscal Year –

Unless otherwise ordered by the Board of Directors, the fiscal year of the SJC shall terminate on the thirtieth (30th) day of April.

Art. 22. Finances –

All cheques, bills of exchange or other orders for the payment of money issued in the name of the SJC, shall be signed by such officer or officers, agent or agents of the SJC and in such manner as shall from time to time be determined by the Board of Directors.

Art. 23. Dissolution of the SJC –

In the event that the SJC is dissolved or ceases to operate, the Board of Directors shall have the authority to transfer the assets of the SJC, after payment of all debts, to a charitable organization in Canada with similar aims.

Adopted by Special General Meeting
April 14, 2014