Constitution of The Storehouse
Article I
Section 1.
The name of this organization shall be called The Storehouse Food Bank.
Section 2.
The Head Office of the Food Bank shall be in the Town of Wellington of Prince Edward County, in the Province of Ontario and at such place the Board of Directors shall from time to time determine.
Section 3.
The policies and principles of the Food Bank shall consist of the articles of constitution and by-laws and all other regulations pertaining to the functioning of this Foundation as written in the official minutes of this Foundation.
Article II
Section 1: Purpose
The purpose of this Foundation shall be:
- to provide relief community relief in the form of food items in times of hardship.
- to provide relief for short term in the form of basic food provisions in times of hardship.
- to provide a facility in which people can pick-up food items.
- to provide delivery of basic food items for those unable to travel.
- To use any form of media (internet, radio, paper etc) to advance the awareness, teaching and resources of Autism and related disorders.
- To lease, to own, operate and dispose of facilities to achieve the objects aforesaid;
- Subject to The Mortmain and Charitable Uses Act and the Charitable Gifts Act, to receive, to acquire and hold gifts, donations, devises and bequests.
Article III
Section 1. Membership
The membership if deemed needed by this Foundation would be totally volunteer based with the sole purpose of promoting the purposes stated in Article II.
Membership would simply consist of the willingness to support and help continue implementing the plans and purposes of the Foundation.
Members shall not, as such be held answerable or responsible for any act, default, obligation or liability of the Foundation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected to the Foundation.
Article IV
Section 1. General Officers
The general officers shall be the President, Vice President, Secretary and Treasurer. They shall comprise the Board of Directors.
Section 2. Executive Committee
An Executive Committee may be formed and shall be composed of the general officers and any other officers deemed necessary by the general officers.
Section 3. Execution of Instruments
Execution of Instruments affecting real estate and all other legal documents shall be signed by any two of the following four officers: President, Vice President, Secretary and Treasurer of the General Board of Directors.
Article V
Section 1. Principles
This organization shall be carried on without purpose of gain for its members and any profits or other gains to the organization shall be used in promoting its objectives.
We declare our unswerving loyalty to the Government of Canada and affirm our fixed purpose to assist them in every way morally possible, consistent with our Foundations purpose.
Article VI
Section 1. Annual Public Reports
An annual business report shall be made available prior to the end of September, at which time required reports shall be given and the necessary business transacted. The fiscal year end shall be June 30th. This document will cover the complete operations of the Foundation for the fiscal year, including finances.
Article VII
Section 1. Admendments to Constitution
The constitution may be amended by a majority vote of the present Board of Directors. Notice of any proposed amendment shall be given to each of the Directors thirty days prior to the said meeting.
Section 2. Admendments to By-laws
The by-laws may be amended by a majority vote of the present Board of Directors. Notice of any proposed amendment shall be given to each of the Directors thirty days prior to the said meeting.
Article VIII
Section 1. Duration
This Foundation shall continue to be perpetuated until such time as the present Board of Directors shall, by a majority vote, determine otherwise.
Section 2. Dissolution
It is specially provided that in the event of dissolution or winding up of the Foundation all its remaining assets, after payment of its liabilities, shall be distributed to one or more recognized charitable organizations in Canada.
Section 3: Liabilities
The private property of the General Officers and the Board of Directors shall be exempt from the organization’s debts and liabilities.
Section 4: Remuneration
The General Officers and the Board of Directors shall serve as such without remuneration, and will not directly or indirectly receive profit from their positions as such; provided that an Officer or Director be paid reasonable expenses incurred by him in the performance of his duties.
By-laws of The Storehouse
Article I
Section 1: The Board of Directors
The Board of Directors shall have power:
- To call special meetings of the Foundation upon a two-thirds vote of the Board of Directors.
- To manage the business and affairs of the Fellowship and make rules and regulations not inconsistent with the laws of the Dominion of Canada or the constitution and bylaws of this foundation.
- To incur such indebtedness as they may deem necessary or proper for the payment of debt for the extension of the work.
- To appoint directors of their own number to act as an executive committee.
- To employ or appoint officials, agents or employees which in the opinion of the Board of Directors may be necessary or proper for the due conduct of the business and affairs of this foundation, to fix the salary and compensation for their services; and generally exercise supervisory control and direction over all agents, officials and employees of this fellowship as are not specifically provided for in these articles.
- To do and perform such acts and things as are herein delegated to or required with all incidental powers necessary.
Section II: President
The President shall preside at all meetings of the Board of Directors and of the Foundation, and Executive Committee, except that the president may delegate this responsibility to another Director. In his absence the next officers in due order shall preside. The due order of officers shall be as follows: President, Vice President, Secretary and Treasurer.
The president shall supervise all business of the Foundation and shall exercise all the powers granted him by these bylaws and by any specific action of the Board of Directors, and shall be an ex-officio member of all Foundation bodies and organizations.
Section III: Vice-President
The Vice-President shall perform such executive duties as are delegated to him by the Board of Directors. In the absence or disability of the President he shall perform the duties of the President.
Section IV: Secretary
The Secretary shall perform the usual and ordinary duties of a secretary of a organization and shall be the custodian of the records, books, seal, documents, and communications thereof: shall keep, or cause to be kept, accurate minutes of all business affairs, and meetings of the Foundation, Executive Committee, and Board of Directors: shall keep and preserve all reports of the officers; shall sign all official papers with the President; shall perform such other duties not inconsistent with the office of secretary, as may be required by the Board of Directors; and may have such assistant secretaries as the Board of Directors may determine.
Section V: Treasurer
The Treasurer shall account for all funds and properties of this Foundation; keep accurate and proper record of all moneys and make such reports as shall be required by the Board of Directors; take care of other legal and financial matters as shall be consistent with his office.
Section VI: Meetings of the Board of Directors
a) Regular and Special Meetings
These meetings shall be held by the Board of Directors at such times as they may deem necessary, or as may be required by law, and at such place as the Board of Directors may designate. The secretary shall duly notify each member of the Board of Directors thereof two weeks in advance.
b) Quorum
A majority of the Board of Directors shall constitute a quorum.
c) Powers to Pass necessary Regulations
The Board of Directors shall have power to make and pass any necessary regulations in accordance with these bylaws as may from time to time be deemed expedient for the effectual carrying out, operation and enforcement of the same.
c) Vacancies
i) by charge
In order for a charge to be rightly brought against a director, on the basis of immoral, unethical or criminal conduct or the perceived ineffectiveness of his office, it must be:
- in writing
- detailed to facts and evidences
- signed by the person (s) bringing the charge
The charge must be brought to the director in person and in the presence of the majority of the Board of Directors.
If the charges are denies by the director, then every effort will be made to bring the situation to a peaceful solution. If the charges persist, witnesses are brought to a meeting of the Board of Directors. The entire motivation, of every party should, at all times, be to let truth and peace prevail.
If a director is guilty by admission then the director may be removed by a two thirds majority vote by the remaining Board of Directors.
ii) by accident or death
In the event that a director is disabled for a definite or indefinite period of time or is rendered mentally incapable of decision making, the Board of Directors will preside over the selection of a temporary or permanent replacement.
The same procedure will be followed in the event of the director’s death.
iii) by pre-determination
If a pre-determinate change in the directors should occur, the Board of Directors will have already selected a replacement.
** The words “Directors and Board of Directors” are used herein interchangeably. **
Section VII: The Executive Committee
a) Powers
The Executive Committee shall transact only such business as is designated to it by the Board of Directors.
b) Quorum
The quorum of the Executive Committee shall consist of the majority of its members or two thirds.
c) Committee Meeting
When an Executive meeting has been formed, they shall meet a mimimum of quarterly, at such place as the Executive Committee may designate. The secretary shall duly notify each member of the Executive Committee thereof two weeks in advance.
Article II
Section I: Parliamentary Authority
Robert’s Rules of Order, revised, shall be the parliamentary authority on all points not conflicting with the constitution or bylaws.
Section II: Appointment of an Auditor
The Board of Directors shall appoint an auditor that shall prepare audited financial statements, to be made available to the public for viewing.
Article III
Section I: Appointment of Directors
The President will appoint his Vice President. From here the President and Vice President will appoint the next director to fill the various role. This process will continue until all of the directors have been put in place. As stated in section VI sub section (c) when a vacancy occurs this process will be followed to fill the available position.