The name of the Corporation is SpayAid PEI.
The office of SpayAid PEI will be situated in the home of the Vice-President or the appointed designate.
The purpose for which SpayAid PEI is founded is:
To reduce pet overpopulation on PEI by creating and maintaining a companion animal spay/neuter assistance program targeted to assist Island citizens most in need. It is believed that facilitating low-cost sterilization services is a necessary and vital part of the non-lethal solution to the stray, unwanted and abandoned pet crisis.
The objectives for which SpayAid PEI is founded are:
- To promote responsible pet ownership among low income families by providing financial assistance in the spaying or neutering of their companion animal(s).
- To reduce the number of Island companion animals that have not been spayed or neutered, thereby reducing the surplus pet population.
- To reduce the number of companion animals placed in and euthanized by the Prince Edward Island Humane Society.
- To increase the chances of the remaining shelter animals to be placed in good permanent homes.
- if that Director has submitted a letter of resignation to the Secretary
- if the Director dies
- if the Director has been suspended as stated in article 3.5
Article 1 - Membership
a) Honourary Membership may be conferred upon persons who have made noteworthy contributions to the advancement or to the welfare of the Corporation. It is conferred for the lifetime of the recipient, and is not transferable.
b) Sponsorship Membership may be conferred upon businesses who have made noteworthy contributions to the advancement or to the welfare of the Corporation.
c) Student Membership shall be available to those who are enrolled full-time in grade school, high school, university, or technical or business courses.
d) Senior Membership shall be available to those 60 years of age and over.
e) Regular membership shall be available for all those not falling within the previous categories.
1.02Membership shall be open to anyone upon annual payment of a membership fee in an amount to be determined from time to time by the Board of Directors.
1.03 Membership fees are not refundable.
1.04 All members in good standing, excluding Sponsorship members, are entitled to the right to vote and to the right to be elected as an officer. However, in order to vote or to be elected as an officer at an Annual General Meeting, a member must have been a member since December 31st of the previous year.
Article 2 - Meetings
2.01 The first general meetings of members shall be held as soon as practicable after incorporation. Thereafter, general meetings of the membership shall be held at such time and place as the Executive Committee shall determine.
2.02 The Corporation shall hold an Annual General Meeting within three months after the end of each fiscal year as determined by the Board of Directors. Such meeting shall receive the reports of the Executive Committee on the affairs of the Corporation, a balance sheet and account of income and expenditures, and a financial report all for the preceding year; elect a Board of Directors and Executive Committee, and transact business.
2.03 Notice of the Annual General Meeting shall be given to the members either personally or in writing a minimum of 30 days prior to the date of the meeting, but non-receipt of such notice by any member shall not invalidate the proceedings at any meeting of the Corporation.
2.04 Each member present at the meeting shall be entitled to one vote at that meeting of the membership.
2.05 The quorum required for any meeting of the membership shall be 25% of the general membership of those members entitled to vote, including 60% of the membership of the Board of Directors. Informational meetings where no official business is decided are excluded.
Article 3 - Board of Directors
3.01 The affairs of the Corporation shall be managed by a Board of Directors of a minimum of five (5), and a maximum of eight (8) members. A quorum shall consist of 51% of the Board members. Where possible, there shall be at least one Director representing each of Prince-, Queens-, and Kings County.
3.02 The applicants for incorporation shall become the first directors of the Corporation, whose term of office on the Board of Directors will continue until the first annual general meeting of the Corporation.
3.03 Directors and Executive Council will be elected by the membership at the annual general meeting of the Corporation for a term of one year. The Executive Council will consist of the following officers: President, Past President, Vice President, Secretary and Treasurer, where the offices of Secretary and Treasurer may be held by one person.
3.04 Directors will be eligible for re-election as prescribed by the By-Laws
3.05 Any member of the Board of Directors may be suspended from the Board by a vote of 75% of the Board present at a meeting. This suspension will have to be ratified by the general membership at a special meeting, called for that purpose within 30 days following the date of suspension.
3.06 The office of a Director shall be automatically vacated:
3.07 In the event a vacancy occurs on the Board, the remaining Board members may appoint a member to fill the vacancy.
3.08 The Board of Directors may meet as often as necessary, but shall meet at least once a year in addition to the Annual General Meeting. At all meetings the Secretary shall take minutes of the meeting. These minutes may be distributed to the general membership following reading and approval at the following meeting of the Board.
3.09 Subject to the By-Laws of the Corporation, or the specific direction given them by a majority vote at any meeting of the members properly called and duly constituted, the Board shall have control and management of the business and affairs of the Corporation.
3.10 The Directors shall have the power to authorize or make expenditures for the purpose of furthering the objects of the Corporation. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the Board of Directors may prescribe.
3.11 The Board of Directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
3.12 The board of Directors may appoint special Committees of Board or Non Board members which shall report on a regular basis to the Board. At least one (1) Board member shall sit on any such Committee.
3.13 The Directors, as such, shall not receive any stated remuneration for their services, but, by resolution of the Board of Directors, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board of Directors
Article 4 - Duties of the Executive Council
4.01 All Officers shall be Directors of the Corporation.
4.02.01 The President shall preside at all meetings of the Corporation and of the Board of Directors.
4.02.02 The President shall have the general and active management of the affairs of the Corporation.
4.02.03 The President shall submit an annual report to the membership at the Annual General Meeting.
4.03.01 The Past President shall advise and support the President and Vice President in every way possible.
4.03.02 The Past President shall be an ex-officio member of all special Committees of the Corporation.
4.04.01 The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President.
4.04.02 The Vice-President shall in the absence of the Secretary take over duties normally performed by the Secretary.
4.04.03 The Vice-President shall perform such other duties as may from time to time be assigned by the Board of Directors.
4.05.01 The Treasurer shall be responsible for the funds of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation.
4.05.02 The Treasurer shall submit an annual report to the membership at the Annual General Meeting, including a statement of revenue and expenditures, and a balance sheet.
4.05.03 The Treasurer will provide regular financial statements and updates to the Board of Directors for their review.
4.05.04 The Treasurer shall perform such other duties as may from time to time be assigned by the Board of Directors.
4.06.01 The Secretary shall attend all meetings of the Board of Directors as well as general meetings, and keep accurate Minutes of those meetings.
4.06.02 The Secretary will keep record of all the votes taken at those meetings.
4.06.03 The Secretary will maintain an accurate record of the membership, including mailing address, E-mail addresses where possible, and telephone numbers.
4.06.04 The Secretary will send notices the membership advising it of upcoming meetings as required.
4.06.05 The Secretary will receive, send and archive all the correspondence of the Corporation in such a manner that it is accessible to the Board of Directors.
4.06.06 The Secretary shall also perform such other duties as may from time to time be assigned by the Board of Directors.
4.07 Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.
Article 5 - Finances
5.01 The fiscal year of the Corporation shall start on January 1st, and shall terminate on December 31st.
5.02 For the purposes of carrying out its objects, the Corporation may borrow or raise or secure the payment of money in such manner as it deems fit, and in particular by the issue of promissory notes, debentures, mortgages, and the like, but this power shall be exercised only under the authority of the Corporation and in no case shall debentures be issued without the sanction of any extraordinary resolution of the Corporation passed at a duly constituted meeting of the regular members.
Article 6 - Amendments to the By-Laws of the Corporation
6.01 Any By-Law may be appealed or amended by a By-Law passed by a majority of not less than 75% of the members entitled to a vote as are present at a general meeting of which at least one month notice in writing specifying the intention to propose the repeal or amendment of the By-Law has been duly given.
Article 7 - Indemnification and protection of Directors and Officers
7.01 Every Director of the Corporation, and his or her heirs, executers, and administrators and estate and effects, shall be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges, and expenses which he or she shall or may sustain or incur in any action or proceeding which is brought or prosecuted against him or her for or in respect of any act, deed, matter or thing made, done or permitted by him or her in or about the execution of the duties of his or her office, and also from and against all other costs, charges and expenses which he or she may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges, and expenses as are occasioned by his or her own willful neglect or default.
7.02 No Director or Officer shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or employee or for joining in any receipt or act for the conformity or for any loss, damage or expense happening to the corporation through the insufficiency of deficiency of title to any property acquired by order of the Directors for or on behalf of the corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency, or wrongful act of any person, firm or corporation with whom any monies, securities or effects shall be lodged or deposited or for any loss occasioned by an oversight or error in judgement on his part of for any other loss, damage or misfortune which may happen in the exercise or his respective duties or trust or relation thereto unless the same shall happen by his own or through his own wilful act or default. Directors may rely upon the accuracy of any statement or report prepared by the corporation’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
Article 8 - Dissolution and Winding-Up
8.01 The net profit of the Corporation shall be expended in the operation of the Corporation and in the event of a winding-up or other dissolution of the Corporation, there shall not be any distribution of any kind among members, but the funds of the Corporation shall be applied to some one or more charitable organizations within the community agreed to by the membership.
Article 9 - Interpretations
9.01 In these by-laws and all other by-laws and all resolutions of the Corporation, unless a contrary intention is expressed, words importing the singular number only shall include the plural word and vice-versa; words importing the masculine gender shall include the feminine and neuter genders and vice-versa.