The Bylaws of the ACLCO are also available for download in either MS Word and PDF formats.
BY-LAW NO. 1 of the
ASSOCIATION OF COMMUNITY LEGAL CLINICS OF ONTARIO
1. The Association of Community Legal Clinics Ontario (Also the "ACLCO" and the "Association") is a non-share capital corporation incorporated under the Corporations Act of Ontario constituted for these objects:
(a) to promote the improvement of the legal welfare of the communities served by its member legal clinics;
(b) to promote unity and understanding among legal clinics in Ontario;
(c) to represent and advocate on behalf of legal clinics in Ontario; and
(d) to promote and advocate for the expansion of the legal clinic system in Ontario.
HEAD OFFICE
2. The Head Office of the Association of Community Legal Clinics Ontario (Also the "ACLCO" and the "Association") shall be in the City of Toronto, in the Province of Ontario, and at such place there as the Executive may from time to time determine.
SPECIAL PROVISIONS
3. The Association shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Association shall be used in promoting its objects.
4. The Association may accept funding, gifts, donations and bequests for the purpose of carrying out its objects.
MEMBERSHIP
5. The membership of ACLCO shall consist of all legal clinics participating in the founding conference of the ACLCO on April 4-5, 1997 (set out in Schedule A below), and such other legal clinics as are admitted to the Association. The Executive shall keep an up-to-date list of members.
6. For the purpose of this by-law, "legal clinic" shall mean a non-profit community based legal clinic funded in whole or in part under the Legal Aid Services Act, 1998 and regulations thereto.
7. A legal clinic shall be admitted to the Association upon receipt of application in writing for admission or by registration at the annual meeting of the Association, and payment of any fee set by the Association.
8. Each member clinic in good standing shall be entitled to one vote on each question arising at any special or general meeting of the member clinics.
9. Any member clinic may resign by resignation in writing addressed to the Executive Committee and such resignation shall be effective in accordance with its terms.
10. A member clinic that ceases to meet the definition of "legal clinic" as set out in this by-law, shall cease to be a member of the Association.
DUES
11. Dues or fees payable by member clinics may be set by resolution of the Executive, which resolution shall become effective only when confirmed by at least two-thirds of the votes cast at an annual or other general meeting of the member clinics of the Association.
12. If a member fails to pay dues, that member is no longer considered in good standing and shall lose the right to vote or put forward a candidate for the Executive at any annual or other general meeting of the member clinics of the Association but may otherwise continue to participate in such meetings and receive all communications and notices distributed to members.
ANNUAL AND OTHER MEETINGS OF THE MEMBERS
13. The Association shall hold an annual meeting of the member clinics of the Association not later than eighteen months after the Founding Conference of April 4-5, 1997, and subsequently not later than fifteen months after the preceding annual meeting.
14. The annual or any other general meeting of the member clinics shall be held at such location as the Executive may determine and on such day as the Executive shall appoint.
15. At every annual meeting, in addition to any other business that may be transacted, the report of the Executive and the financial statements and report of the Treasurer shall be presented, and an Executive elected for the ensuing year. The member clinics may consider and transact any business either special or general at any meeting of the members. Notice of motions, or any other matters requiring a vote of the membership, shall be sent to all members at least 60 days prior to the AGM. The only matters not requiring 60 days notice are:
· Procedural matters regarding the management of the meeting;
· “Friendly amendments” to motions that have met the notice requirements;
· Extraordinary matters, arising within the 60 day notice period, determined by the executive, and ratified by three quarters of the votes of the members present or represented, to be of a sufficient emergency nature to abridge the notice requirement;
· Nominations to the Association’s Executive.
16. The Executive, or either of the two Chairs of the Association, shall have power to call at any time a general meeting of the member clinics of the Association. Notice of the time and place of every such meeting shall be given to each member clinic by sending the notice by prepaid mail, by facsimile transmission or by electronic mail, ten days before the time fixed for the meeting.
AUDITORS
17. The Members shall at each Annual General Meeting appoint an auditor and shall direct the auditor to perform an audit of the accounts of the Corporation for report to the Members at the next Annual General Meeting. The auditor shall not be a Director, Officer, member or employee of the Corporation. The auditor shall hold office until the next Annual General Meeting provided that the Board may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be approved by the Board.
NOTICE TO MEMBERS
18. No error or omission in giving notice of any annual or general meeting or any adjourned meeting of the member clinics of the Association shall invalidate such meeting or make void any proceedings taken at that meeting. Any member of the Association may at any time waive notice of any annual or general meeting, and may ratify, approve and confirm any or all proceedings at that meeting. For the purpose of sending notice to any member clinic, member of the Executive, or officer for any meeting or otherwise, the address of an Association member clinic, member of the Executive or officer shall be their last address recorded on the records of the Association.
ADJOURNMENTS
19. Any meeting of the Association or of the Executive may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
20. A quorum for the transaction of business at any meeting of member clinics shall consist of not less than fifty percent of those member clinics of the Association which are in good standing as defined in section 12 above.
VOTING OF MEMBERS
21. With the exception of election of the members of the Executive, as set out in this by-law of the Association, each member clinic shall be entitled to one vote on each question arising at any special or general meeting of the members.
22. A member clinic shall vote by its authorized representative, who is entitled to vote, and in all other respects to exercise the rights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Association.
23. At all meetings of member clinics, every question shall be decided by a majority of the votes of the members present or represented unless otherwise required by the Constitution or the by-laws of the Association. Every question may be decided in the first instance by an open vote unless a secret ballot is demanded by any member.
EXECUTIVE
24. For the purposes of this Bylaw:
(a) the term “Executive” shall refer to the full Board of Directors of the Association, not a subset of that Board, and
(b) the phrase “member of the Executive” shall mean a Director of the Association.
25. The affairs of the Association shall be managed by an Executive of thirteen individual members, each of whom at the time of their election shall be an employee or a member of the Board of a legal clinic which is a member in good standing of the Association.
26. The members of the Executive until the first annual meeting of the Association following the Founding Conference of April 4-5, 1997, shall be those persons elected to the Executive at the Founding Conference.
27. Each member of the Executive shall be elected to hold office until the first annual meeting after they have been elected or until their qualified successor has been duly elected, except as otherwise provided in this by-law. Each member of the Executive shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified.
28. Association member clinics within each of the following four regions of Ontario, as set out in Schedule B to this by-law, by majority vote of Association member clinics from their region, shall elect the members of the Executive as follows:
(a) member clinics belonging to the East shall elect three members of the Executive, at least one of whom shall be an employee of a clinic within that region and at least one of whom shall be a board member of a clinic within that region.
(b) member clinics belonging to the South West shall elect three members of the Executive, at least one of whom shall be an employee of a clinic within that region and at least one of whom shall be a board member of a clinic within that region.
(c) member clinics belonging to the North shall elect three members of the Executive, at least one of whom shall be an employee of a clinic within that region and at least one of whom shall be a board member of a clinic within that region.
(d) member clinics belonging to the City of Toronto shall elect four members of the Executive, two of whom shall be chosen from speciality clinics within that region; and, at least two of whom shall be employees of clinics within that region and at least one of whom shall be a board member of a clinic within that region.
Each region may also elect an alternate who will fill any vacancy arising upon resignation or removal of an Executive member from that region.
29. The Executive may remove a member of the Executive who fails to attend three consecutive meetings of the Executive.
30. In the event that a member of the Executive resigns, or ceases to be a member of the Board of a legal clinic or an employee of a legal clinic in the region from which they were elected, or otherwise ceases to be a member of the Executive, a vacancy shall be created.
31. A vacancy on the Executive shall be filled by the alternate Executive member for that region. Provided that a quorum of the Executive exists, in the event that at the time of the vacancy being created there is no alternate Executive member for that region, the Executive may appoint an employee of a clinic or a Board member of a clinic from that region to fill the vacancy. If no quorum of the Executive exists at the time of the vacancy, the vacancy shall be filled at the next annual meeting of the member clinics of the Association at which the Executive for the ensuing year is elected.
QUORUM AND MEETINGS, EXECUTIVE
32. A majority of members of the Executive shall form a quorum for the transaction of business. The Executive may hold its meetings at such place or places and in such manner as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the members of the Executive are present, or if those absent have signified their consent to the meeting being held in their absence.
33. Executive meetings may be formally called by either of the two Chairs, or by the Secretary on direction in writing of two of the members of the Executive. Notice of such meetings shall be delivered, telephoned or sent by facsimile transmission or electronic mail to each member of the Executive not less than two days before the meeting is to take place. The Executive may appoint a day or days in any month or months for regular meetings at an hour to be named and no notice need be sent of such regular meeting. A meeting of the Executive may also be held, without notice, immediately following the annual meeting of the Association.
34. The members of the Executive may consider or transact any business either special or general at any meeting of the Executive.
35. Any member of the Executive may participate in a meeting of the Executive or any committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. A person participating in a meeting in this way shall be deemed to be present in person at that meeting. Any such meeting shall be deemed to have been held in the municipality or place where the majority of persons participating in the meeting were located.
ERRORS IN NOTICE, EXECUTIVE
36. No error or omission in giving notice of any meeting of the Executive shall invalidate such meeting or make void any proceedings taken at that meeting, and any member of the Executive may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had at such meeting.
VOTING, EXECUTIVE
37. Questions arising at any meeting of the Executive shall be decided by a majority of votes.
POWERS OF THE EXECUTIVE
38. The Executive shall prepare all reports, including financial reports, required by law and by the Constitution and By-laws of the Association to be prepared by the Association for the annual meeting on behalf of the Association, and the Executive shall file all financial and other reports that have to be filed after the annual meeting as required by law and by the Constitution and By-laws of the Association.
39. The Executive on behalf of the Association shall keep proper accounting records in respect of all financial or other transactions and without limiting the foregoing, shall keep records of:
(a) all money received and disbursed by the Association and the manner in respect of which the receipt and disbursement took place;
(b) every asset and liability of the Association;
(c) every other transaction affecting the financial position of the Association.
REMUNERATION OF MEMBERS OF THE EXECUTIVE
40. The members of the Executive shall receive no remuneration for acting as such, but they may be paid reasonable expenses incurred in the performance of their duties.
OFFICERS OF THE CORPORATION
41. There shall be two Chairs, one a member of the Board of a member clinic of the Association and one an employee of a member clinic; a Secretary and a Treasurer, and such other officers as the Executive may determine from time to time. One person may hold more than one office, except the office of Chair. At the first meeting of the Executive after the annual election of the Executive, the Chairs, Secretary and Treasurer shall be elected by the Executive from among its members, provided that in default of such election the then incumbents, being members of the Executive, shall hold office until their successors are elected.
DUTIES OF THE CHAIRS
42. One of the Chairs, or such other member of the Executive as is designated by the Executive, shall preside at meetings of the member clinics of the Association and of the Executive. The Chairs shall also be charged with the general management and supervision of the affairs and operations of the Association. The Chairs with the Secretary or other officer appointed by the Executive for the purpose, shall sign all by-laws. During the absence or inability of the Chairs, their duties and powers may be exercised by such other member of the Executive as is designated by the Executive.
DUTIES OF OTHER OFFICERS
43. The duties of all other officers of the Association shall be as the terms of their engagement call for or as the Executive requires of them.
SECRETARY
44. The Secretary shall attend all meetings of the Executive and record all facts and minutes of all proceedings in the books kept for that purpose. The Secretary shall give all notices required to be given to member clinics of the Association and members of the Executive. The Secretary shall perform such other duties as may from time to time be determined by the Executive.
TREASURER
45. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Association in such bank or banks or other financial institution as may from time to time be designated by the Executive. The Treasurer shall disburse the funds of the Association under the direction of the Executive, and shall provide the Executive at its meetings or whenever required, an account of all transactions as Treasurer, and of the financial position of the Association. The Treasurer shall also perform such other duties as may from time to time be determined by the Executive.
BOOKS AND RECORDS
46. The Executive shall ensure that all necessary books and records of the Association required by the by-laws of the Association or by any applicable law are regularly and properly kept.
CHEQUES, ETC. AND EXECUTION OF DOCUMENTS
47. All cheques, bills of exchange, or other orders for the payment of money or other evidences of indebtedness issued in the name of the Association; and all deeds, transfers, contracts, agreements and engagements shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined from time to time by resolution of the Executive.
FINANCIAL YEAR
48. Unless otherwise ordered by the Executive, the fiscal year of the Association shall terminate on the 31st day of December in each year.
COMMITTEES OF THE EXECUTIVE
49. The Executive may from time to time establish such committees as it deems necessary for the effective conduct of the affairs of the Association.
INTERPRETATION
50. The provisions of this By-law No. 1 of the Association shall prevail over any other By-law enacted by the Association in the event of conflict.
AMENDMENT OF THIS BYLAW
51. This Bylaw may be amended by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds of the Members present at a meeting duly called for the purpose of considering the said Bylaw.
DISTRIBUTION OF ASSETS ON WINDING UP OR DISSOLUTION
52. In the event of the winding up or dissolution of the Association, funds and assets of the Association remaining after satisfaction of its debts and liabilities shall be distributed to legal clinics who are members of the Association at the time of the winding up or dissolution.
CONSTRUCTION
53. In construing this Bylaw, both the English and the French versions are equally authentic.
SCHEDULE A
MEMBER CLINICS, APRIL 4-5, 1997
Aboriginal Legal Services of Toronto
Advocacy Centre for the Elderly
Advocacy Resource Centre for the Handicapped
African Canadian Legal Clinic
Algoma Community Legal Clinic
Bloor Information and Legal Services
Brampton Community Legal Services
Brant County Community Legal Clinic
Canadian Environmental Law Association
Clinique Juridique Grand Nord
Clinique Juridique Populaire de Prescott et Russell
Community Legal Education Ontario
Community Legal Services of Niagara South
Community Legal Services (Ottawa-Carleton)
Correctional Law Project
Downsview Community Legal Services
Dundurn Community Legal Services
Durham Community Legal Clinic
East Toronto Community Legal Services
Elliot Lake & North Shore Community Legal Clinic
Flemingdon Community Legal Services
Georgina Community Legal Services
Halton Community Legal Services
Hamilton Mountain Legal & Community Services
Hastings & Prince Edward Legal Services
HIV and AIDS Legal Clinic
Industrial Accident Victims Group of Ontario
Injured Workers' Consultants
Jane Finch Community Legal Services
Justice for Children and Youth
Keewaytinok Native Legal Services
Kenora Community Legal Clinic
Kensington-Bellwoods Community Legal Services
Kinna-Aweya Legal Clinic
Lanark County Legal Clinic
Landlord's Self-Help Centre
Legal Assistance Kent
Legal Assistance of Windsor
Manitoulin Legal Clinic
McQuesten Legal and Community Services
Metro Toronto Chinese & Southeast Asian Legal Clinic
Mississauga Community Legal Services
Muskoka Legal Clinic
Neighbourhood Legal Services (Toronto)
Neighbourhood Legal Services (London & Middlesex)
Niagara North Community Legal Assistance
Nipissing Community Legal Clinic
Northumberland Community Legal Centre
Parkdale Community Legal Services
Peterborough Community Legal Centre
Rainy River District Community Legal Clinic
Renfrew County Legal Clinic
Rexdale Community Legal Clinic
Rural Legal Services (North Frontenac)
Scarborough Community Legal Services
Simcoe Legal Services Clinic
Sioux Lookout Community Legal Services
South Etobicoke Community Legal Services
South Ottawa Community Legal Services
Sudbury Community Legal Clinic/Clinique Juridique
Communautaire de Sudbury
Toronto Workers' Health & Safety Clinic
Waterloo Region Community Legal Services
West End Legal Services
West Scarborough Community Legal Services
Willowdale Community Legal Services
Windsor/Essex Bilingual Legal Clinic
York Community Services
Pay Equity Advocacy and Legal Services
As of 2009 2 clinics listed above have withdrawn from ACLCO membership: Simcoe Legal Services Clinic (Simcoe) and the HIV-AIDs Clinic (Toronto); 2 new clinics have been created and they are now members of the Association. The Association represents 78 of 80 of Ontario's Community Legal Clinics.
