As of January 3rd 2017 the Quinte Humane Society has transitioned to a Closed Membership Corporation through the adoption of a new set of by-laws which passed at both the Board and Membership levels. This process began in August of 2015 and is the result of consultation with our counterparts at the Ontario SPCA, several affiliate organizations, consultants, and our legal counsel. This model will better serve the organization to protect its integrity, governance capability, and operational structure. We look forward to serving our community and animals in need more effectively and with continued compassion and diligence.
Closed Membership Corporation
Under Canadian law, the Corporation is required to be structured as a membership based corporation. It is possible to have either an open membership corporation or a closed, or governance-focused, membership corporation. A closed membership corporation means that the only members of the corporation are the directors of the corporation, and an open membership corporation means that the membership of the corporation is broader than the directors. In this regard, our new By-law structures the Corporation as a closed, or governance-focused, membership corporation. This was achieved by making it a requirement that membership of the Corporation is restricted to directors of the Corporation.
Although each person has a dual role as a member and a director of the Corporation, he/she carries different duties, rights and obligations in his/her role as a member and as a director. Directors of the Corporation are elected into office by resolution of the members of the Corporation. The governance, administration and management of the Corporation lie with the board of directors, who are accountable to the members. However, the management and day-to-day activities of the Corporation is often delegated to an Executive Director who is accountable to the board of directors.
Members of the Corporation are admitted into membership by resolution of the directors. The members are required to hold an annual members’ meeting each year to transact the following:
(a) To receive a report or reports from the directors, officers, committee chairs and others as applicable;
(b) To review and approve the financial statements for the immediately preceding year, including the auditor’s report thereon, and the budget for the upcoming year;
(c) To appoint an auditor for the current fiscal year and to fix or authorize the board to fix remuneration for the auditor;
(d) To elect directors as required;
(f) To approve past actions of the directors and officers; and
(h) To transact any other business properly brought before the meeting.
In addition to the annual members meeting, special meetings of the members of the Corporation may be held from time to time as necessary.