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ORWC Membership Consititution

I. Legal Identity
The name of the organization shall be Ontario Rehabilitation, Work and Community (ORWC)

II. Aim
ORWC provides a forum for the exchange of ideas and identification of issues that are relevant to the field of vocational rehabilitation. ORWC represents the common concerns of its membership to government and the community at large. The Board's mission is to help its membership create integrated vocational and non-vocational opportunities for disadvantaged adults across the province. The ORWC mission statement states:

ORWC is a professional association representing organizations which provide innovative training to assist individuals with significant barriers to make the transition to employment and community-based alternatives. Our Mission will be accomplished through:

  1. ORWC will provide current and professional training to our members through annual conferences and timely workshops across the province.

  2. ORWC will lobby and advocate for our members as we comment on public policy and promote excellence in service provision.

  3. ORWC will promote and support the essential services our membership provides to individuals facing significant barriers to full community participation.

  4. ORWC will provide timely communication as a forum for the exchanges of ideas and the identification of issues that are relevant to the field of vocational rehabilitation.

  5. ORWC will assist member agencies in their pursuit to develop and implement innovative solutions to employment and community-based alternatives.

  6. ORWC will continue to support and promote the strong collective experience and expertise of our membership.

  7. ORWC will provide a network where national and international practitioners can share and exchange strategies in the research and development of the vocational rehabilitation profession.

III. Location
The operations of Ontario Rehabilitation, Work and Community will be based in Ontario.

 

 

Ontario Rehabilitation, Work and Community General By-Laws

Definition of Terms

Agency: Any group or organization, whether funded by Government or through voluntary contributions, which is concerned in the rehabilitation of disabled adults through vocational or non-vocational services.

Voting Representative: A salaried employee appointed by a member agency of ORWC.

ORWC: The body of the membership at large, the organization of which is laid down in this By-Law.

Board of Directors: The elected executive body of ORWC consisting of elected officers and Regional Representatives.

Regional Chapters: All the agencies who work within a defined geographic area, designated by the Board of Directors in consultation with the membership.

Membership

  1. Membership
    • Membership shall be available to agencies in Ontario operating services for persons facing significant barriers to employment and full community participation. Each member may have two voting representatives. Representatives shall be members of the staff of the organization.

  2. Associate membership
    The Board of Directors may, from time to time, and subject to ratification at the next annual meeting of ORWC, pass a resolution providing for:

    • Associate membership of certain individuals or agencies, having common interests and aims with ORWC, but which does not operate, or who is not employed by vocational or non-vocational service.

    • An Associate Member's dues shall be paid with their application for associate membership, the amount to be decided at the discretion of the Board of Directors, and ratified by the membership at the Annual Meeting.

    • Associate members shall be without a vote.

    • Associate members may hold office and serve on committees.

Dues

  1. Dues to be paid to ORWC by members will be established at rates and will be payable at a period which will be recommended by the Board and approved by the membership at the annual meeting.

  2. Dues shall be paid for every vocational and non-vocational service operated by a member agency, which sends voting representatives to the annual or any general meeting.

  3. Notice of membership renewal shall be circulated to member agencies within 30 days of the elapsed date.

Rights and Privileges

  1. Every member agency is entitled to representation within the policy of ORWC.

  2. Subject to any qualification which may be stipulated in this By-Law, any voting representative or associate member in good standing may be nominated for office, and may hold such office, if elected, except if s/he should cease to be an associate member.

  3. Any voting representative or associate member in good standing may attend any meeting of the Board of Directors of ORWC, or any Annual or General Meeting of ORWC, notwithstanding s/he may not have a vote at such a meeting.

Meetings

  1. There shall be an Annual Meeting in every calendar year, and other General Meetings as may be called at the discretion of the President or the written request of five voting representatives of member agencies.

  2. The Annual, or any General meeting, shall be held in such a place as may be determined by the Board of Directors. Notice of time and place of such meetings shall be circulated to each voting representative and associate member or member agency at least 30 days prior to any general meeting.

  3. At every Annual Meeting, in addition to any other regular business that may have been approved on the agenda, there shall be a Director's Report, the presentation of the audited financial statement, Committee reports and the report of the Nominating Committee. Copies of the audited financial statement shall be circulated to the voting representatives together with the report of the Nominating Committee, 30 days prior to the Annual Meeting.

  4. The agenda for the Annual Meeting shall be approved by the voting representatives on a majority vote at the commencement of the Annual Meeting. Any Regional Chapter wishing to bring a special concern to the notice of the Annual Meeting shall notify the Board of Directors at least 30 days in advance of the Annual Meeting. The Board of Directors shall forward the proposed agenda of the Annual Meeting to voting representatives and associate members at least 15 days before the Annual Meeting. The Board of Directors may also introduce materials which it feels is relevant at the time of the meeting.

  5. The voting representatives at a General Meeting may consider and transact any business that has been referred to in the notice of meeting.

Annual Meeting and General Meeting

  1. Each member agency shall be entitled to two votes, which may be exercised by one voting delegate, or split between two.

  2. A simple majority of votes is sufficient to carry a motion.

  3. When a voting representative is unable to attend the Annual meeting the member agency may delegate a substitute.

  4. The presence of voting representatives of a majority of members agencies shall constitute quorum for any Annual or General Meeting of ORWC.

Elections and Nominations

  1. The officers of ORWC shall be elected to their offices by the voting representatives of ORWC at the Annual Meeting.

  2. Nominations for Elected Officers shall be proposed by a Nominating Committee which shall be appointed at least 90 days before the Annual Meeting by the Board of Directors. The Board shall appoint a Chair and two other members of the Nominating Committee. The Nominating Committee need not be drawn from the Board of Directors, but may consist of voting representatives at large.

  3. The Nominating Committee shall submit its report as a motion to the voting representatives at the Annual Meeting.

  4. At the time when the Nominating Committee report is presented, nominations from the floor shall be received, and an election conducted if necessary. Any nominee from the floor shall be present or shall have given prior written consent to stand.

The Board of Directors

The affairs of ORWC shall be managed by a Board of elected Directors. The four elected Directors shall consist of the Chairperson, Vice-Chairperson, Past Chairperson and Secretary/Treasurer.

Qualifications:
A member of the Board of Directors must be a member in good standing.

Powers and Responsibilities:

  1. Every Director shall attend all Board meetings unless their absence is justified by a reason acceptable to the Board.

  2. The Board of Directors shall administer the affairs of ORWC and formulate and circulate policies, procedure and information to Regional Chapters, relevant to the aims and objectives of ORWC.

  3. The Board of Directors shall encourage and aid the formation and subsequent running of Regional Chapters of ORWC.

  4. The Board of Directors shall have discretionary powers to withdraw the support of ORWC from any Regional Chapter which fails to meet the requirements of this By-Law.

  5. The Board of Directors shall be empowered to establish such committees as it shall deem necessary to further the aims and objectives of ORWC. A Committee Chairperson who is not a member of the Board may attend all Board meetings and make motions on behalf of his/her committee. S/he does not have a vote on the Board.

The Secretary:
The Secretary shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and the Secretary shall perform such other duties as may from time to time be determined by the Board of Directors.

The Treasurer:
The Treasurer shall be a signing officer of the Corporation. The Treasurer shall generally supervise the treasury functions of the Corporation. The Treasurer shall provide that full and accurate accounts of all receipts and disbursements of the Corporation are kept in proper books of account and shall provide that deposits of all monies or other valuable effects are in the name and credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors. The Treasurer shall provide that disbursement of funds of the Corporation are made under the direction of the Board of Directors, taking vouchers therefor; and the Treasurer shall render to the Board of Directors at regular meetings thereof or whenever required, an account of all of the transactions and of the financial position of the Corporation. The Treasurer shall also perform such duties as may from time to time be determined by the Board of Directors.

Past-Chairperson:
The Past-Chairperson shall assist the Board and executive Committee as required.

Staff/Personnel:
The Staff/personnel of ORWC will be engaged by a Personnel Committee made up of elected Board members. The staff/personnel will be responsible to the Board of Directors for the duties outlined to them in the contract signed by them and the Chairperson of the Board, on behalf of ORWC.

Bookkeeping:
The Treasurer shall have the custody of all accounting records of the Council, and said records shall at all times be available for inspection on request in writing, by any member agency or voting representative.

Head Office:
The Head Office of the Council shall be in the City of Cambridge, in the Province of Ontario, and at such place therein as the Directors may, from time to time, determine.

Fiscal Term:
The fiscal year of the organization shall be August 1 to July 31.

Seal:
The Seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Council.

Audit:
A chartered accountant shall be appointed each year by the members at the Annual Meeting. S/he shall be required to audit the Council's accounts as soon as possible after the fiscal year for presentation by the Treasurer at the Annual Meeting.

Banking:
All cheques, notes and other instruments shall be signed by any two of the Officers of the Board of Directors and in such manner as shall, from time to time, be determined by resolution of the Board.

Signing Authority:
Deeds, transfers, licenses, contracts and engagement on behalf of the Corporation shall be signed by either the Chairperson or Vice-Chairperson and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.

Suspension and Expulsion

  1. The Board of Directors shall have power to suspend for a definite time, or revoke the membership of any member agency, voting representative or associate members who:

    • Fails to comply with this By-Law, or any instruction issued by the authority of the Board of Directors.

    • Fails to account correctly of receipts, disbursements or equipment.

    • Falls into arrears of membership for more than 60 days after the notification of due date.

  2. Any member agency/voting representative who believes that an infraction of this by-law has taken place, and if that complaint is against a Director or Executive Officer, shall make a complaint in writing to the Board of Directors for their decision. A copy of the complaint shall be forwarded to the member agency and/or the voting representative, by the Board of Directors.

  3. Any Board member or Executive Officer of the ORWC against whom such complaint shall have been made, shall have the right of appeal in person or in writing, or both, at a meeting of the Board of Directors called for the purpose and may ultimately appeal to the Annual Meeting of ORWC.

Amendments

  1. Amendments to the Constitution will be by a 2/3 vote of the members present, voting representatives at an Annual meeting, provided a notice of the motion has been circulated at least 60 days prior to the meeting.

  2. Amendments to the ORWC By-Laws and/or Chapter By-Laws may be made by a 2/3 majority of the Board of Directors. Such amendments shall be effective until the next ORWC Annual Meeting or General Meeting, when they shall be ratified by the membership on a simple majority vote.

  3. Amendments to any By-Law, when passed by the Board of Directors shall forthwith be circulated to the Regional Chapters.

  4. Repudiation of the amendments at an Annual Meeting or General Meeting will in no way repudiate any action whatsoever that may have been taken as a consequence of the amendments, exception the case where action may be prejudicial to the aims and objectives ORWC as laid down in the Constitution.

  5. A Regional Chapter may give notice of its intention to present a proposed amendment to ORWC and/or Chapter by-laws at least 90 days prior to the Annual Meeting of ORWC. The Board of Directors has the discretion to pass the amendment, but ratification shall be obtained at the Annual Meeting by a simple majority of voting representatives.

Indemnity

  1. Every Director or Officer of ORWC or other person who has undertaken or is about to undertake any liability on behalf of ORWC and their heirs, executors and administrator, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless, out of the funds of ORWC from and against:

    • all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her in or about the execution of the duties of his/her office or in respect of any such liability.

    • all other costs, charges and expenses which s/he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.

Protection of Directors and Officers

  1. No Director or Officer for the time being of ORWC shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to ORWC through the insufficiency or deficiently of any security in or upon which any of the monies of or belonging to ORWC shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful act or his/her own willful default.

This By-Law cancels and supersedes any or all By-Laws previously passed by resolution of the Board of Directors of ORWC and/or by resolution of the membership of ORWC.

Passed this ____________ day of ______________________, 20_____

Signed: __________________________________________________