The current trend is to move health and caring into the community as evidenced by the "closer to home" plan of the Government of B.C. to de-institutionalize and mainstream caring, therefore, a therapeutic environment or community is a setting created in part by a whole gamut of systems and people. This is based on the concept that everything external to a person or everything that happens to a person and their environment can be potentially therapeutic.
High Risk Project Society has resolved, as stated in the Constitution, Mission Statement and Philosophy, to create such an environment for members, staff, board members, and officers, As the whole of the Society is based upon a peer/consumer model, H.R.P. is dedicated to recognizing and respecting the rights and dignity of all members and officers of the Society. In so doing, it is important to develop operational instructions which will be the backbone of H.R.P., that are to be followed stringently, always working toward the realization of H.R.P.'s Mission. Protocols and procedures outline the routines and processes that management shall follow to deliver the services and programs to the members/clients. These are meant as tools to assist the Society and its officers and staff be most effective, safe and efficient in our activities, and should be reviewed regularly.
Our policies and procedures are developed and implemented in the following categories:
2. Board of Directors policies and procedures and job descriptions
4. Members and Clients
5. Employment/Remuneration of Staff
6. Job Descriptions
7. Health & Safety
9. Misconduct/Offenses subject to Penalty and Disciplinary Procedures, and
The Society depends on the public for its very existence. The faith of individuals, corporations, foundations or government supporters, of volunteers and potential staff, and of members and their families, all rest on their perceptions of our Society and how well we fulfill our Mission. Our credibility is critical. Everything that anyone does on behalf of the Society has a possible impact on our public image and can positively or negatively affect our relations with the community. All are, therefore, required to consider their actions carefully.
Since H.R.P. is founded on a peer/consumer model and places great importance on the principle of "TRANSGENDERED for TRANSGENDERED", it is critical that we speak with a single voice. The President of the Board of Directors and the Executive Director are the public contact persons able to direct all public inquiries, including the media, and can provide a timely and appropriate response on behalf of the Society.
Boards are the extreme end of the accountability chain. The Board acts, in a moral sense and sometimes in a legal sense. The Board is a set of individuals operating as a single entity. A Board is likely to have less discipline than any one of its members operating alone or in a committee. Boards are usually physically removed and are at best involved part-time.
The Governing Board is the guardian of the organizational values. A governance board must hold and support the primary vision of the organization and have endless discussion on the values of the organization. There must be systemic encouragement to think the unthinkable and to dream the dream. The Board only has one employee and that is the Executive Director. The Executive Director is the accountable person for all of the organization meeting its expectation. The day to day operation of the Organization is not The Executive director's Task. The Organization Executive director is to concern itself with TRANSGENDERED community visibility, and TRANSGENDERED community policies.
In order to insure that The Executive Director follows the objective of the organization and the Board, the Board will monitor the Executive Directors' Performance with three types of information.
Decision information: this is information the Board receives to make decisions.
Monitoring information: this is used to gauge whether previous Board directions have been satisfied. It intentionally measures performance. This is a systemic survey of performance against criteria
Incidental information: is information that doesn't fall into any other category but is used to make decisions. It is the type of information where there are no criteria to which it can be measured, examples of this is a staff report or a lengthy document on activities.
Finally monitoring the executive performance is synonymous with monitoring the organizational performance against board policies and executive limitations. Therefore the Board and the Executive Director form the leadership team of the organization.
The organization, although hierarchical in some aspects, also utilizes a team based approach. This team based approach is based on the different levels of teams and the hierarchy is based on the different functions these teams work.
Team Based approach: A team is one or two more people who must coordinate their activities to accomplish a common goal. The common goal and the required coordination are what make a team. The organization has taken a Semiautonomous Team approach because each team has a supervisor who is responsible. These teams can establish the unit's work goals, provide input into the team plan, identify and recommend solutions to problem and have input into some of the daily activities of the organization.
Such an approach is based upon the organizational goals and values.
In High Risk Project Society there are many teams who are semi-autonomous and have considerable input with each other. These are:
Members: members have input in two different ways into the organization. The first being at the members general meeting. During a meeting the members elect/and or appoint a Chair of the meeting to be their supervisor. During that meeting they vote on the by-laws and approve certain philosophies and also they elect the Board members who are to represent them legally.
Board of Directors: have input into the organization by developing the vision, and maintaining the organizational values. The President is the supervisor of that team. They meet regularly and times form committees. They are govern by the By-laws and the Constitution and the philosophies of the organization. They also supervise the Executive Director only.
Finance committee: is composed of the Treasurer, the Executive Director, the Bookkeeper, the Administrative Assistant, the auditor, and sometimes when possible some outside help. The Treasurer is the supervisor of that team. The team is in constant communication in matters of finance of the organization. The auditor makes legal opinions, to the funders and the members, on the financial matters of the team and how well they have done on behalf of the organization. The rest of the team implement Board and member approved budgets as well as report on these activities to the Board on a monthly basis. This team may from time to time recommend to the Board and implement changes in the Budgets if approved by the funders and the Board of directors.
The Executive Committee: is composed of the President of the Board, the Vice-President, the Treasurer, the Secretary and the Executive Director of the Society. The President is the supervisor of that team. The usually meet once a month to discuss all prepared documents for the Board meeting prior to the Board meeting. They also develop the agenda for the Board meeting. From time to time the Manager of Operation may be invited to give input into this team. Also they will develop possible recommendation to the Board on strategies and policies.
The Membership Committee: is composed of a board member, a member at large, and a staff/voting member of the organization. The supervisor of that team is the Board's representative. The sole purpose of this committee is to recruit and approve membership and associate membership. They are governed by the membership criteria and report directly to the Board.
The Executive Director is involved in all of these team as a ex-officio and her role is to ensure that the legal requirements of the organization and the organizational values are implemented. In some of the following teams the Executive Director is the immediate supervisor of the teams and other teams the Executive Director becomes involve only if necessary.
Operating Committee: This team is composed of the Executive Director, the Manger of Operations, and the President of the Board. The immediate supervisor of this is team is the Executive Director. The operational staff usually reports to the President its daily and weekly activities. From time to time this committee may require the President to do some decision-making in principle and on behalf of the Board. They meet once a week
Administration Team; This team is composed of the Executive Director and the Bookkeeper and if there is an administrative assistant. The immediate supervisor of that team is the Executive Director. They too meet once a week or when necessary. Together they make decisions about the day to day operation. They are governed by the Executive Limitations and must refer to some of the other teams for some of the decisions.
Employee Team: This team delivers our programs and ensures the daily activities with the members run safely. They maintain our safe-place. They are the front-line workers who are seen supporting the organizational values and implementing them. The immediate supervisor for that team is the DIW. They also meet daily with the ED and discuss plans for the day and clarify certain policies and or ensure that everyone is on the same wave-length. This team also meets monthly to discuss employee issues and make recommendation on various issues.
Volunteer Teams: These teams are supervised by the drop-in worker and they have a wide range of duties and responsibilities.
BY-LAWS OF THE HIGH RISK PROJECT
PART 1 - INTERPRETATION
1. (1) In these bylaws, unless the context otherwise requires,
(a) "directors" means the directors of the society for the time being;
(b) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
(c) "registered address" of a member means the address as recorded in the register of members;
(d) "organization" in these bylaws means a legal or commercial entity, which includes a corporation, society, foundation or any other charitable or non-profit organization, partnership or association.
(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws;
2. Words importing the singular include the plural and vice versa; and words importing a male person include a female persona and a corporation.
PART 2 - MEMBERSHIP
3. The members of the society are the applicants for incorporation of the Society, and those persons and organizations that subsequently have become members, in accordance with these bylaws and, in either case, have not ceased to be members.
4. A person or organization may apply to the membership committee for membership in the Society and on acceptance by the committee shall be a member.
5. Every member shall uphold the constitution and comply with these bylaws.
6. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the Society.
7. A person or organization shall cease to be a member of the society.
(a) By delivering a resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society;
(b) On death or in the case of an organization on dissolution;
(c) On being expelled; or
(d) On having been a member not in good standing for 12 consecutive months.
8. (1) A member may be expelled by a special resolution of the members passed
at a general meeting.
(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
(3) The person or organization who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9. All members are in good standing except a member who has failed to pay current annual membership fees or any other subscription or debt due and owing the Society and the member is not in good standing so long as the debt remains unpaid.
PART 3 - MEETINGS OF MEMBERS
10. General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the directors decide. There will be at least six general meetings per year.
11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12. The directors may, when they think fit, convene an extraordinary general meeting.
13. (1) Notice of a general meeting shall specify the place, day and hour of
meeting, and in case of special business, the general nature of that business.
(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
14. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and after than an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
PART 4 - PROCEEDINGS AT GENERAL MEETINGS
15. Special business is
(a) All business at an extraordinary general meeting except the
adoption of the rules of order; and
(b) All business transacted at an annual general meeting, except,
i. The adoption of the rules of order;
ii. the consideration of the financial statements;
iii. The report of the directors;
iv. The report of the auditor, if any;
v, The election of officers;
vi. The appointment of the auditor, if required; and
vii. The other business that, under these bylaws, ought to be transacted at an annual general meeting, or business, which is brought under consideration by the report of the directors, issued with the notice convening the meeting.
16. (1) No business, other than the election of a chairperson and the adjournment
or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum
present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.
17. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminate; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
18. Subject bylaw 19, the President, Vice-President and other director in the absence of both, one of the other directors preside as chairperson of a general meeting.
19. If at a general meeting
(a) There is no President, Vice-President or other director present within 15 minutes after the time appointed in holding the meeting; or
(b) The President and all the other directors present are unwilling to act as chairperson, the members present shall choose one of their number to be chairperson.
20. (1) A general meeting may be adjourned from time to time and from
place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 10 days or more, notice of the
adjourned meeting shall be given as in the case of the original meeting.
(3) Except as provided in this bylaw, it is not necessary to give notice
of an adjournment or of the business to be transacted at an adjourned general meeting.
21. (1) No resolution proposed at a meeting need be seconded and the chairperson
of a meeting may move or propose a resolution.
(2) In case of an equality of votes the chairperson shall not have a casting or
second vote in addition to the vote to which the chairperson may be entitled as a member and the proposed resolution shall not pass.
22. (1) A member in good standing present at a meeting of members is entitled to
(2)Voting is by show of hands.
(3)Voting by proxy is not permitted.
23. A corporate or organizational member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects 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 Society.
PART 5 - DIRECTORS AND OFFICERS
24. (1) The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to
(a) All laws affecting the Society;
(b) These bylaws; and
(c) Rules, not being inconsistent with these bylaws, which are made from time to time by the Society in general meeting.
(2) No rule, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.
25. (1) The President, Vice President, Secretary, Treasurer and two or more other
persons shall by the directors of the Society.
(2) The number of directors shall be 5 or a greater number determined from
time to time at a general meeting.
(3) Any organization, which is a member, may nominate a person to be a director, and if this nominated person is approved by the Society at a general meeting, then this nominated person shall become a director.
26. (1) The directors shall retire from office at each annual general meeting when
their successors shall be elected.
(2) All members running for board positions shall declare which position
they are running for.
(a) All persons wishing to serve on the Executive Committee of the board shall be voted upon by the membership at the annual general meeting.
(b) If an executive seat of the board, defined as being the President, Vice President, Secretary or Treasurer, remains vacant, the Board of Directors must go to an extraordinary general meeting of the membership to elect those executive seats that are vacant.
(c) No executive seat on the Board of Directors can be by appointment, except when one of these positions becomes vacant, another member of the Executive Committee may be appointed by the board to act in that position until the next extraordinary general meeting of the membership.
(3) An election may be by acclamation, otherwise it shall be by ballot.
27. (1) The directors may at any time and from time to time appoint a member as
a director to fill a vacancy in the directors, and/or if a director resigns from office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director except when to do so would be appointing a member to the Executive Committee.
(a) There shall be no more than one appointment sitting on the board, and only if necessary.
(b) All board appointments must be from the membership, or of TRANSGENDERED experience and who believe in, and support the philosophies of the Society.
(2) A director so appointment holds office only until the conclusion of the
next following annual general meeting of the Society, but is eligible for re-election at the meeting.
28. No act or proceeding of the directors is invalid only by reason or there being less
than the prescribed numbers of directors in office.
29. The members may, by special resolution, remove a director before the expiration
of his term of office, and may elect a successor to complete the term of office.
30. No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessary and reasonably incurred by him while engaged in the affairs of the Society. However, where the director is also an employee, under a contract of employment s/he is entitled t remuneration as the Board may determine from time to time.
PART 6 - PROCEEDINGS OF THE DIRECTORS
31. (1) The directors may meet together at the places they think fit to dispatch
business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The quorum necessary to conduct board business shall be three (3) and this
quorum shall always be two (2) members of the Executive Committee plus one (1).
(3) The President shall be chairperson of all meeting of the directors, but if at
a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice President shall act as chairperson, but if neither is present the directors present may choose one of their number to be chairperson at that meeting.
(4) A director may at any time, and the Secretary, on the request of a
director, shall convene a meeting of the directors.
32. (1) The directors may delegate any, but not all, of their powers to committees
consisting of the director or directors as they think fit.
(2) A committee is formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.
33. A committee shall elect a chairperson of its meetings; but if no chairperson is elected, or if at a meeting the chairperson is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be chairperson of the meeting.
34. The members of a committee may meet and adjourn as they think proper.
35. For the first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for an meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
36. A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex, fax or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn;
(a) No notice of meetings of directors shall be sent to that director; and
(b) Any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
37. (1) Questions arising at a meeting of the Directors and committee of directors
shall be decided by a majority of the votes.
(2) In case of an equality of votes, the chairperson does not have a second or
38. No resolution proposed at a meeting of the directors or committee of directors need be seconded and the chairperson of a meeting may move or propose a resolution.
39. A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of the directors.
PART 7 - DUTIES OF OFFICERS
40. (1) The President shall preside at all meetings of the Society and of the
(2) The President is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.
41. The Vice President shall carry out the duties of the President during the President's absence.
42. The Secretary shall
(a) Conduct the correspondence of the Society;
(b) Issue notices of meetings of the Society and directors;
(c) Keep minutes of all meetings of the Society and directors;
(d) Have custody of all records and documents of the Society except those required to be kept by the treasurer;
(e) Have custody of the common seal of the Society; and
(f) Maintain the register of members.
43. The treasurer shall
(a) Keep the financial records, including books of account, necessary to comply with the Society Act; and
(b) Render financial statements to the directors, members and others when required.
44. (1) The offices of the Secretary and Treasurer may be held by one person who
shall be known as the Secretary-Treasurer.
(2) When a Secretary-Treasurer holds office the total number of directors shall not be less than 5 or the greater number that may have been determined pursuant to bylaw 25(2).
45. In the absence of the Secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.
PART 8 - SEAL
46. The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
47. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the Executive director and Secretary or Executive director and Secretary-Treasurer.
PART 9 - BORROWING
48. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, raise or secure payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debenture.
49. No debenture shall be issued without the sanction of a special resolution.
50. The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
PART 10 - AUDITOR
51. This Part applies only where the Society is required or has resolved to have an auditor.
52. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of the auditor.
53. At each annual general meeting the Society shall appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
54. An auditor may be removed by ordinary resolution.
55. An auditor shall be promptly informed in writing of appointment or removal.
56. No director and no employee of the Society shall be auditor.
57. The auditor may attend general meetings.
PART 11 - NOTICES TO MEMBERS
58. A notice may be given to a member, either personally or by mail to the member's registered address.
59. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
60. (1) Notice of a general meeting shall be given to
(a) Every member shown on the register of members on the day notice is given; and
(b) The auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.
PART 13 - BYLAWS
61. On being admitted to membership, each member is entitled to and the Society shall provide without charge, a copy of the constitution and bylaws of the Society.
62. These bylaws shall not be altered or added to except by special resolution.
1. The name of the society is "High Risk Project Society".
2. The purposes of the society are to play an advocacy role for TRANSGENDERED persons by: maintaining a safe place for all TRANSGENDERED persons to meet where the services offered will include guidance, counseling, referrals to other agencies, life skills training and peer support; to promote public awareness of gender dysphoria by producing educational material on the subject; to advocate and network with all organizations on behalf of TRANSGENDERED persons; and to cooperate with all public and private organizations whose aims and objectives are compatible with those of High Risk.
3. The affairs of the Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its purpose.
4. In the event of the winding up or dissolution of the Society, all the funds and assets of the Society remaining after payment or satisfaction of all costs, charges, expenses, debts and liabilities of the Society, including the remuneration (if any) of a liquidator, and after payment to the employees of the Society of any arrears of salaries or wages, and after payment of any debts of the Society, shall be given transferred and distributed to such organizations that are registered charities pursuant to the provisions of the Income Tax Act that shall be designated by the members of the Society at the time of the winding up or dissolution of the Society, and if effect cannot be given to the aforesaid provisions, such funds shall be given, transferred and distributed to such organizations that are determined by the members of the Society to be registered charities pursuant to the provisions of the Income Tax Act which have purposes similar to those of the Society.
5. Paragraphs 3, 4, and 5, herein shall be unalterable pursuant to the Society Act.
HIGH RISK PROJECT SOCIETY 449EAST HASTINGS STREET, VANCOUVER B.C., V6A 1P5 tel;(604)255-6143 - fax;(604)255-0147 - email; firstname.lastname@example.org
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