ARTICLE 1: NAME AND LOCATION
1.1. The name of this corporation is Changing Kids Inc.
1.2. The principal office of this Corporation shall be at 244 Arthur Street, Oshawa Ontario. The Corporation may also have such other offices as the Board of Directors determines from time to time.
ARTICLE 2: PURPOSE
2.1. General Purpose. The Corporation is organized and operated for the following general purposes:
(a) Exclusively for charitable purposes.
(b) To exercise such of the rights, powers, duties and authority of a nonprofit corporation.
2.2. Specific Purposes. The specific purposes of the Corporation include, without limitation, the following:
(a) To provide mentorship programs for marginalized and at-risk children and youth that focus on conflict resolution, peer mediation, leadership, bullying prevention and effective communication.
(b) To provide interactive programs between school children and the elderly in order to bring comfort to the aged and to develop empathy, tolerance, compassion, patience and respect among the youth.
(c) To provide marginalized or at-risk girls with the opportunity to develop skills through participation in educational and recreational activities.
ARTICLE 3: MEMBERSHIP
3.1. Membership. The Corporation shall have no members other than the persons elected or appointed as members of the Board of Directors, who shall be considered to be the members of the Corporation for the purposes of any statutory provision or rule of law relating to members of a non-stock nonprofit corporation.
3.2. Associates. The Board of Directors may provide for the creation and recognition of associates of the Corporation to be known as “Corporation Associates” in its discretion. Such Corporation Associates will have no authority to act for or incur any liability against the Corporation, and will have no vote in the Corporation’s corporate affairs.
ARTICLE 4: DIRECTORS
4.1. Powers. Subject to any limitations of the Articles of Incorporation, Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
(a) To appoint and remove all officers of the Corporation subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.
(b) To conduct, manage and control the affairs of the Corporation, and to make such rules and regulations therefore, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.
(c) To designate any place for the holding of any Board of Directors meeting, to change the principal office of the Corporation for the transaction of its business from one location to another; to adopt make and use a corporate seal and to alter the form of such seal from time to time, as, in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.
(d) To borrow money and incur indebtedness for the purpose of the Corporation and to cause to be executed and delivered therefore, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof.
4.2. Number of Directors. The number of directors constituting the entire Board shall be a minimum of three and a maximum of nine as fixed by resolution of the Board. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board of Directors, provided that any action by the Board of Directors to effect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.
4.3. Qualifications for Office. Every director must be a member in good standing of this Corporation. Each director is to be selected for knowledge of the charitable needs of the community and shall serve without compensation except for reasonable expenses incurred for the Corporation. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not as a representative of any interest or group. Each director shall be at least 18 years of age.
4.4. Election of Directors. All directors shall be elected by the voting members of the Corporation. The term of each director, upon being elected to office, shall begin immediately.
4.5. Term of Office. The regular term of office for each director shall be three years unless sooner terminated by death, incapacity, resignation or removal. All directors shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the director’s prior resignation or removal as hereinafter provided.
4.6. Nomination of Directors. Prior to the annual meeting of voting members, the Board of Directors shall select a committee to present a list to the Board of Directors containing the names of eligible nominees as directors for the ensuing year. Said list shall contain the names of at least one eligible nominee to each vacancy. In case the Board of Directors fails, for any reason, to elect such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee for directors must be delivered to the Secretary at least sixty (60) days before the annual meeting of the voting members. The Secretary shall attach a list of nominees to the notification of the annual meeting of the voting members.
4.7. Removal, Resignation. Any director may resign from office at any time by giving written notice thereof to an officer of the Corporation. Any director may be removed with or without cause by a two-thirds vote of all of the other directors then in office. Cause for removal exists (without limiting other causes for removal) whenever a director:
(a) Fails to attend three (3) consecutive regular meetings of the Board of Directors, notwithstanding that he or she otherwise qualifies for office;
(b) Is convicted of a felony;
(c) Has committed a material breach of his or her fiduciary duty;
(d) Has committed an act of moral turpitude; or
(e) Ceases to be a member in good standing of the Corporation while in office as a director.
4.8. Existence of Vacancies. A vacancy in the Board of Directors exists in case of the happening of any of the following events:
(a) The death, incapacity, resignation, or removal of any director.
(b) The authorized number of directors is increased.
4.9. Filling of Vacancies. Any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the President may call a special meeting of the voting members to elect such director. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a vote of one hundred percent of the remaining directors shall be required to fill any vacancy.
4.10. Place and Number of Meetings. Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. The Board shall hold at least three (3) meetings each calendar year.
4.11. Quorum and Voting. Every act or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws. Each director present shall be entitled to one (1) vote. Voting by proxy shall not be permitted.
A director may participate in any meeting of the directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.
4.12. Action By Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by writing signed individually or collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
4.13. Committees. Committees of the Board of Directors shall be standing or special. The Board of Directors or the President may refer to the proper committee any matter affecting the Corporation or any operations needing study, recommendation, or action. The Board may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Nonprofit Corporation Act. The Board shall appoint the members of such committees. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Corporation.
ARTICLE 5: OFFICERS
5.1. Responsibility. All officers are subordinate and responsible to the Board of Directors.
5.2. Number and Selection. The Board of Directors shall appoint a President, a Secretary and a Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person except the offices of President, Secretary and Treasurer. The President and the Vice President, if any, must also be a director of the Corporation. Each officer shall hold office until a successor is elected and qualified, or until the officer’s resignation, death or removal. Vacancies in offices shall be filled by election by the Board of Directors at any time to serve unexpired terms.
5.3. Resignation and Removal. The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board of Directors whenever, in their judgment, removal would serve the best interests of the Corporation. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the terms of the officer’s employment and the circumstances of removal.
5.4. President. The President shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board of Directors.
5.5. Secretary. The Secretary shall cause to be kept at the principal office of the Corporation, the Secretary’s principal place of business, or such other place as the Board of Directors may order,] and a book of minutes of all meetings of directors and members. The Secretary shall also maintain and protect a file of all official and legal documents of the Corporation. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or the Bylaws.
5.6. Treasurer. The Treasurer shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Corporation as ordered by the President or the Board of Directors taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to subordinate officers.
5.7. Annual Transition. To maintain Corporation continuity, officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, officers whose terms of office have expired shall take all appropriate steps to substitute their successors on all of the Corporation’s financial accounts and signature cards.
ARTICLE 6: ADMINISTRATION OF DONATIONS
6.1. Donations. All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Corporation. Donations include bequests and devises of deceased persons. At the discretion of the Board of Directors, the Corporation may raise revenues through fund-raising activities and donations. The Board of Directors has the right to refuse any donation made or offered to the Corporation with or without cause in its sole discretion.
6.2. All Donations Subject to these Bylaws. Donors may make donations to or for the use of the Corporation by naming or otherwise identifying the Corporation in the gift transfer instrument. Each donor by making a donation to or for the use of the Corporation accepts and agrees to all the terms of these Bylaws. Further, each donor specifically provides that any fund created as a result of such donation shall be subject to the provisions in these Bylaws relating to the presumption of donor’s intent, the variance from donor’s directions, for amendments and dissolution, and to all other terms of these Bylaws as amended from time to time.
6.3. Segregation of Funds. No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary in order to follow any other direction by the donor as to purpose, investment or administration, or in order to prevent tax disqualification, or is required by law. However, the Board may segregate any fund whenever convenient or useful as determined by the Board in its sole discretion. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping under such name internal bookkeeping accounts reflecting appropriately the interest of such fund in each common investment.
6.4. Changed Circumstances. Whenever the Board of Directors decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, or the direction is not consistent with the Corporation’s charitable purposes, it may, by affirmative vote of two-thirds of the directors, order such variance from the direction and such application of the whole or any part of the principal or income of the fund to other charitable purposes, as in its judgment will then more effectively serve such needs. Similarly, whenever the Board decides that a donor’s directions as to investment or administration have because of changed circumstances or conditions or experience proved impractical or unreasonably onerous, and impedes effectual serving of such needs, the Board may likewise order a variance from such directions to the extent in its judgment is necessary.
6.5. Charitable Trusts. If a donation is made to the Corporation by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Corporation shall be regarded as Corporation funds only when the Corporation becomes entitled to their use, but the Board may take such actions as it from time to time deems necessary to protect the Corporation’s rights to receive such payments.
6.7. Board Determinations. The Board shall from time to time but not less frequently than annually:
(a) Determine all distributions to be made from net income and principal of each fund pursuant to these Bylaws and any applicable donor’s directions and make payments to organizations or persons to whom payments are to be made, in such amount and at such times and with such accompanying restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner intended.
(b) Determine all disbursements to be made for administrative expenses incurred by the Board and direct the respective officers as to payment thereof and funds to be charged. Disbursements for proper administrative expenses incurred by the Board, including salaries for such professional and other assistance as it from time to time deems necessary, shall be directed to be paid as far as possible, first from any funds directed by the donor for such purpose, and any balance out of other Corporation funds.
ARTICLE 7: PROHIBITED ACTIVITIES
7.1. Lobbying and Political Activities.
(a) The Corporation shall not lobby (including the publishing or distribution of statements) or otherwise attempt to influence legislation except as authorized by a resolution adopted by the Board of Directors.
(b) The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office whatsoever.
7.2. Private Inurnment. No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Corporation is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
7.3. Non-Discrimination. In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color, national origin or gender.
7.10. Litigation. The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.
OTHER FINANCIAL MATTERS
8.1. Disposition Upon Dissolution. Upon the dissolution of the corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to qualified donees described in subsection 149.1(1) of the Income Tax Act.
8.2. Financial Accounts. The Corporation may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Directors to hold, manage or disburse any funds for Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of Directors from time to time.
8.3. Appointment and Employment of Advisors. The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation’s purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof.
8.4. Financial Statements and Reports. An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Corporation as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Corporation. The auditor’s charges and expenses shall be proper expenses of administration.
8.6. Liability of Directors and Officers. No director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.
9.1. Committee Powers. Committees of the Corporation shall be standing or special. The Board of Directors or the President may refer to the proper committee any matter affecting the Corporation or any operations needing study, recommendation, or action. The Board may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Nonprofit Corporation Act. All committees shall act by majority vote, unless otherwise prescribed by the Board of Directors.
9.2. Limitations. Except in cases where these Bylaws or the Board of Directors has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board of Directors. No member of any committee, without the prior written consent of the Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Corporation or its Board of Directors in any way or by any means. All such powers are expressly reserved to the Board of Directors and the officers of the Corporation.
9.3. Committee Membership. The Board, acting upon the recommendation of the President, shall appoint the members of such committees, and also select a committee Chair. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Corporation. Every committee shall consist of at least two (2) persons. Committee members shall be appointed for one-year terms.
ARTICLE 10: AMENDMENTS TO BYLAWS
10.1. Adoption. Except as otherwise provided herein with respect to greater voting requirements, if any, these Bylaws may be adopted, amended, restated or repealed by a majority/two-thirds/three-quarters of the Board of Directors.
10.2. Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers and directors at all reasonable times during office hours.
T2050E Application to Register a Charity
1. PURPOSE:(a) Provide mentors to marginalized and or at risk youth.
ACTIVITIES TO SUPPORT PURPOSE: Changing Kids will operate Mentoring Youth In New Directions (MYIND) in partnership with schools for a minimum of 1 hour /week, January – May with 6-8 marginalized or at risk boys in each class over the course of one school year. To date the following schools have participated: L’Amoreaux CI, Sir William Osler, Stephen Leacock CI, Dr. Marion Hilliard Sn., John Buchan Sn., Sir Ernest MacMillan Sn. and Milne Valley (http://www.tdsb.on.ca/schools). The school will choose participants based on this criteria:
Boys, grades 7-12 who exhibit some or all of the following behaviours:
*known to police with a history of school suspensions
*unresponsive to progressive discipline resulting in office referrals
*disruptive in classrooms, hallways and in the community
*belligerent to peers, adults and police
*below grade level in core subjects / learning skills
*chronically late and or absent from school
The program is staffed by one person who chooses, trains and works with the mentor as well as organizes all school site logistics as well as tracks data showing the effectiveness of the program. Mentors are chosen based on their authentic experiences on usurping a gang culture to become respected contributing members of society. Mentors are paid an honorarium from the school and a salary from the foundation.
The MYIND program is promoted through word of mouth and the web site (www.changingkids.com). We have attached data showing the feedback received since the program’s inception in 2007.
2. PURPOSE:(b) Foster positive relationships with and understanding of elders for marginalized and or at risk youth.
ACTIVITIES TO SUPPORT PURPOSE: Changing Kids will operate Kids N’ Elders in partnership with non-for profit long-term care facilities and Junior classes from schools by-weekly, October – May during the course of one school year. To date, the following schools have participated: Pauline Johnson Jr. and Tam O’Shanter Jr. (http://www.tdsb.on.ca/schools). The school will choose a Junior class to participate and learn empathy, tolerance, patience and compassion by spending time completing curriculum related activities together in a long-term care facility by-weekly.
The program is staffed by the classes’ teacher, who is charge of student discipline and students safety as students walk to and form the long-term care facility. The program is also staffed by one person who writes the curriculum, (in accordance with Ministry of Education Curriculum expectations and the physical / cognitive level of the elders participating), organizes school / facility visits, required materials and tracks effectiveness of the program.
The non-for profit long-term care facility provides recreation staff who work with the teacher(s) and students during the visit. At the end of every program, elders are bussed to schools to visit students in their environment.
The Kids N’ Elders program is promoted through word of mouth and the web site (www.changingkids.com). We have attached the Award of Excellence accredited the Kids N’ Elders program at Shepherd Village by the Commission on Accreditation of Rehabilitation Facilities (CARF http://www.carf.org/). CARF is private, not-for-profit organization that promotes quality rehabilitation services. They have only having granted 2 other Awards of Excellence since it’s inception in 1966.
3. PURPOSE: (c) Women to support skill development of marginalized or at risk girls.
ACTIVITIES TO SUPPORT PURPOSE: Changing Kids will organize and promote Diva Dreams events in partnership with donations from corporate sponsors. To date sponsors have included Harbour Castle Westin (http://www.starwoodhotels.com/), CN Tower (www.cntower.com), Salon Gabriel (http://www.salongabriel.com/), Plain and Simple (http://www.plainandsimple.ca/), Michaels Hair Mind and Body (www.michaelshairbodymind.com), Starbucks and Icing (http://www.icingbyclaires.com/). We have completed 1 event and sponsored 1 girls dream to learn how to swim with the following paid for from the Diva’s donations: swimming lessons at , including suit, towel, flip flops, goggles and fins for 1 girl. Events will bring groups of women together (Divas) to enjoy the donations of sponsors. In turn these women donate money to a marginalized or at risk girl (Dreamer); one who is deserving of having a dream come true – lessons, equipment, an instrument – something that will enable them to follow a dream.
The program is staffed by one person who oversees the organization of sponsors, planning / logistics of event, packages all products, liaisons with the women participating and purchases all equipment, lessons and attire required for a girl to make a dream come true.
The Kids N’ Elders program is promoted through word of mouth and the web site (www.changingkids.com).
(d) Liaison with other agencies to support marginalized and or at risk youth.
(e) Develop empathy, tolerance, patience, compassion and respect in marginalized and or at risk youth.
(f) Implement preventative and empowerment programs that focus on conflict resolution, citizenship, student leadership, bullying preventions and peer meditation.
ACTIVITIES TO SUPPORT PURPOSE: Changing Kids operate MYIND, Kids N’ Elders and Diva Dreams programs as described above. Changing Kids will also continue to develop and implement programs that fulfill a need for marginalized and or at risk youth.