CHAPTER 1 – GENERAL PROVISIONS

Article 1 – Name

The corporation is known as “Quebec Association for Preschool Professional Development”.

Article 2 – Head Office

The head office of the Corporation is located at 2890 Notre Dame St., Lachine, H8S 2H1 and all official documents remain at the head office.

Article 3 – Seal

The seal, whose imprint appears in the left-hand margin of this document, is the official seal of the corporation and remains at the head office.

Article 4 – Goals

The main goals of the Corporation are:

  • to promote quality education for preschoolers in Quebec;
  • to encourage ongoing professional development within the field of pre-school education.
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CHAPTER 2 – MEMBERSHIP

Article 5 – Members

The Association shall consist of three categories of members.

The cost of membership is to be reviewed and established by the Board of Directors on an annual basis.

The Board of Directors may from time to time, by resolution, establish different categories of members and may, to this end, determine conditions of admission and the benefits attached to each category, under these by-laws.

CATEGORY #1 – PRIMARY MEMBER

Membership Criteria:

  • Active Executive Director of a non-profit child care center
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Benefits of Membership:
  • Meetings and Minutes
  • Professional development
  • Retreat
  • Access to resources
  • Access to membership list
  • Access to purchase publications, at a discount
  • Voting privileges at the AGM
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CATEGORY #2 – ASSOCIATE MEMBER

Membership Criteria:

  • Active Executive Director of a for profit child care center

Benefits of Membership:

  • Access to resources
  • Access to purchase publications
  • By invitation, to select professional development opportunities
CATEGORY #3 – HONORARY MEMBER

Membership Criteria:

  • A past Executive Director of a non-profit child care center that was a member of the QAPPD for more than 10 years and is still involved in the childcare field.

Benefits of Membership:

  • Meetings and Minutes
  • Professional development
  • Retreat
  • Access to resources
  • Access to membership list
  • Access to purchase publications, at a discount

To become a member of the Corporation, one must:

  • present a written request for membership and undertakes to honor all other conditions of admission prescribed by the by-laws or by resolutions of the Board of Directors;
  • be accepted by the Board of Directors, and pay the membership fees and contributions for the current year.
Article 6 – Membership Fee

The Board of Directors determines the annual membership fee, as well as the deadline for payment. The membership fee is non-refundable.

Article 7 – Membership Card

If it deems necessary, the Board of Directors will issue membership cards. In order for these to be valid they must be signed by the Secretary of the Corporation.

Article 8 – Suspension and Expulsion

Following a resolution, the Board of Directors can suspend or expel, for a period of time which it determines, a member who;

  • neglects to pay his/her membership fee by the set deadline, or
  • who does not respect the bylaws of the Corporation or acts contrary to the interests of the Corporation.

The decision of the Board of Directors is final, unless the member in question decides to appeal the decision of the Board of Directors at an Annual General Meeting or special meeting of the members of the Corporation. In such case, the member must inform the Board of Directors, in writing, of his/her intention to appeal the Board’s decision within 30 days of the reception of the notice advising him/her of his expulsion or suspension.

CHAPTER  3 –   ANNUAL GENERAL MEETING

Article 9 – Annual General Meeting

The Annual General Meeting of the Corporation is held within ninety (90) days following the end of the fiscal year, namely March 31st of each year. It is the Board of Directors which sets the date, time and place for this meeting.

Among other reasons the Annual General Meeting is held to;

  • review the Corporation’s balance sheet and financial statement;
  • appoint an auditor if need be;
  • ratify the bylaws which were adopted by the directors; and
  • elect the new directors.
Article 10 – Convocation Notice

The Annual General Meeting of Primary members is convened through written notice which is mailed or electronically transmitted to each Primary member, indicating the date, time and place and purpose of the meeting. If the meeting is a special meeting, the convocation notice must mention the specific topics which will be discussed.

For any meeting, Primary members must be advised at least twenty (20) days prior to the scheduled date, except for an emergency meeting in which case notice may be give twenty-four (24) hours prior to the meeting, either in person, by telephone or electronically.

Article 11 – Voting

Each Primary member has the right to a single vote at the Annual General Meeting. All questions which are brought to the floor are discussed and decisions are made by the majority of the Primary members present through a show of hands or, if at least one (1) member requests it, through a secret ballot.

 Article 12 – Special Meeting

Special general meetings are normally held at the head office of the Corporation or other location as circumstances require.

A Special Meeting can be held at the request of the Board of Directors or Primary members
the Secretary is responsible for convening a Special Meeting when a majority of Directors request it.

The Board of Directors must immediately convene a Special General Assembly upon reception, by the Secretary of the Corporation, a written request signed by at least one tenth of the Primary members of the Corporation, which indicates the purpose of the meeting. If the meeting is not convened and held within twenty-one days as of the reception of the request, the Primary members, representing at least one tenth of the Primary members of the Corporation, can convene this meeting themselves whether or not they themselves signed the request.

Article 13 – Quorum

The presence of 1/3rd of all Primary members in good standing of the Corporation constitutes a quorum.

CHAPTER 4 – BOARD OF DIRECTORS

Article 14 – Power and Authority

The Board of Directors must take all the steps required to realize the objectives of the Corporation, in accordance with its letters patent and general Bylaws.

It can at any time purchase, rent, acquire, cede, exchange or dispose of the land, buildings or other moveable or immovable property of the Corporation for any consideration under terms and conditions which it judges reasonable. 

Should a General Member of the Corporation have any complaint or question a decision made by the Board of Directors, he/she must submit the complaint or question to a Board member. It is the responsibility of the Board member to table the complaint at a Board Meeting, or to call a special Board Meeting to deal with this issue.

Article 15 – Number and Qualifications

The business of the Corporation is conducted by a Board of Directors is comprised seven (7) Directors, each of whom shall be a Primary member in good standing of the Corporation and agree to follow the code of conduct/confidentiality.

Members of the Board must attend a minimum of 5 out of 8 Board meetings in a year and 50% of the regular monthly meetings.

Article 16 – Eligibility for Election as a Director

Only those who are in good standing of the Corporation can be elected as directors of the Corporation. The can be reelected if they meet the necessary qualifications.

Article 17 – Elections

The election of Primary members to the Board of Directors occurs at the Annual General Meeting of the Corporation. The election procedure is as follows:

  • nomination following a motion;
  • closing of nominations;
  • vote by a show of hands or secret ballot; and
  • the candidate(s) who has/have received the highest number of votes is/are declared elected.
Article 18 – Duration of the Mandate

Newly elected directors of the Corporation assume their position as director at the closing of the meeting during which they were elected.

Each member of the Board of Directors shall hold office for a period of two (2) years or until the appointment or election of his/her successor.

The President’s position must be filled by a person having served on the Board of Directors for a minimum of one year.

Article 19 – Vacancy on the Board

A vacancy is created on the Board when a member either resigns or passes away.

If a vacancy occurs, the remaining members of the Board of Directors can name a new member of the Board of Directors, from among those Primary members who are in good standing of the Corporation, to fill the vacancy until the next General Assembly.

Article 20- Resignations

A director can submit his/her resignation from the Board Of Directors at any time by forwarding his/her letter of resignation to the Secretary of the Corporation. The resignation takes effect as of the reception of the said letter or as of the date mentioned in the letter of resignation.

Article 21- Meetings

Meetings of the Board of Directors are convened by the Secretary upon the request of a majority of Board members. They are held on the day and at the time and place indicated in the notice of convocation.

Article 22 – Notice of Convocation

Meetings of the Board of Directors are convened through written notice which is mailed or transmitted electronically to each member at least three (3) days prior to the scheduled meeting date.

In the case of an emergency meeting, verbal notice can be given twenty-four (24) hours in advance, either or in person, by telephone or electronically.

A meeting of the Board can be held without prior written notice if all the members of the Board can be present at the meeting or if they consent, in writing to it being held.

Article 23- Quorum

The quorum for a meeting of the Board of Directors has been set at four (4) members.

Article 24 – Voting

At the Board of Directors meetings, each member has the right to one vote. Electronic votes can be accepted and minuted at the next scheduled Board meeting.

Article 25 – Remuneration

The members of the Board of Directors do not receive any form of remunerations for their mandate or professional development events ie: conference, workshops etc.

Article 26- Indemnity

Once the consent of the Corporation has been obtained at a General meeting, members can be compensated or reimbursed by the Corporation for any costs or expenses which he/she incurred during or because of an action, lawsuit or legal procedure taken against his/her because of his/her actions, certain decisions he/she allowed or did during or for the exercise of his/her duties. This holds true for any other costs or expenses which he/she had to defray during or because or business he/she concluded which was related to his/her duties as a member, except for anything from his/her fault.

CHAPTER 5 – OFFICERS

Article 27 – Election

The Board of Directors of the Corporation elect among themselves, a President, Vice-President, Secretary and Treasurer.

Article 28 – Remuneration

Officers of the Board of Directors do not receive any form of remuneration for their mandate.

Article 29 – Resignations and Dismissals

An officer can tender his/her resignation by serving written notice to this effect to the Secretary of the Corporation. His/her resignation takes effect as of the reception of such written notice or as of the date stipulated in his/her notice of resignation. If an officer of the board of Directors resigns his/her seat on the Board, he/she also relinquishes, his/her status of Officer of the Corporation, as the case may be, as of the effective date of his/her resignation.

The Board of Directors has the power to dismiss an Officer of the Board. He or she ceases to exercise his/her functions as of his/her dismissal.

Article 30- President
  • He/she is an Executive Officer who is the head of the Corporation
  • He/she chairs the general meetings;
  • He/she presides over the meetings of the Board of Directors, and
  • He/she exercises all the functions and power which have been stipulated in the bylaws of the Corporation or which have been determined by the directors of the Board.
  • The President must be a regular Primary member of the Corporation.
  • He/She must have held a Board position for at least one year to assume the position of President.
Article 31 – Vice-President

He/she exercises the functions and power which, from time to time, prescribed by either the President or directors.

In case of the absence, illness, refusal or negligence of the President to perform his/her duties, the Vice- President can exercise the power and functions of the President.

Article 32 – Secretary

He/she is responsible for taking the minutes of all the meetings; he /she must keep a record of all minutes.

He/she serves notice regarding any meeting called by the general members or the Board of Directors and its committees.

He/she carries out the mandates which are assigned to him/her by the President or Board of Directors.

Article 33 – Treasurer

He/she must give a financial account to the Board of Directors and transactions which he/she made as the Treasurer.

He/she must give a financial account periodically to the general members of the Corporation.

He/she must allow authorized persons to examine the accounting books and records of the Corporation.

He/she must sign any documents and exercise the power and functions which the Board of Directors determine, or which are related to his/her responsibilities.

 

CHAPTER 6 – FINANCIAL STATEMENTS

Article 34 – Financial Year

The fiscal year of the corporation expires on March 31st of each year.

Article 35– Auditor

The auditor will be chosen every three (3) years to prepare a “Notice to reader” of the finances. This will be presented at the Annual General Meeting. If for any reason, the firm chosen to audit the books of the Corporation ceases its functions before the end of its mandate, the directors can fill the vacancy by naming a replacement firm which assume the functions of the previous firm until the end of the mandate.

The regular bookkeeping is done by an external person/firm monthly.

CHAPTER 7 – CONTRACTS, BILLS OF EXCHANGE, BANKING TRANSACTIONS AND OFFICIAL REPRESENTATIONS

Article 36 – Contracts

Contracts and other official documents which require the signature of the Corporation must first be approved by the Board of Directors and then signed by the President or Treasurer.

Article 37 –   Bills of Exchange

Cheques, promissory notes or other bills of exchange of the Corporation must be signed by the President and the Treasurer

Article 38 – Banking Transactions

The funds of the Corporation will be deposited to the credit of the Corporation in one or more banks or financial institutions located in the Province of Quebec which have/has been designated by the Board for this purpose.

Article 39 – Official Representation

The President or any other person who has been empowered by the President is authorized to appear and answer on behalf of the Corporation to any summons, order of interrogation issued by a Court of Law and to represent the Corporation on any legal procedure which concerns the corporation.

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