GENERAL BY-LAWS OF
TANGLEWOOD-HILLSDALE RESIDENTS’ ASSOCIATION INC.
Ontario Corporation Number 781402
Be it enacted as the bylaw of the Tanglewood-Hillsdale Residents Association, enacted on incorporation on August 15 1988, revised and ratified on October 19 1996, further revised and ratified on October 18, 1997, October 17 1998, October 16 1999 and November 14 2011 as follows::
1.0. NAME and HEAD OFFICE
1.1 The name and title of the organisation situated in the city of Nepean, the province of Ontario is the Tanglewood-Hillsdale Residents’ Association, know as the Tanglewood-Hillsdale Community Association, hereafter the Association. Its abbreviated form shall be “T.H.C.A.”
1.2 The head office of the Association is located in the City of Nepean, at a location in Tanglewood-Hillsdale where the business of the Association is carried out. This may or may not be the Association’s mailing address.
The purpose of the Association is to promote the majority interest and wellbeing of the residents in the community bounded by the CN railway tracks to the north, by Merivale Road to the east, by the Hunt Club Road to the south and Woodroffe Avenue to the west; and in particular the members of Association, through activities and partnerships that enhance the quality of life of residents, foster awareness of concerns relevant to the community; represent the views and concerns of members and of the community to the public, government and other organisations.
3.1 A member in good standing is a person who endorses the purposes of the Association and whose annual membership fees is paid. The classes of members are:
Voting member is any resident 18 years or older of a household situated in the community specified in Article 2.0, whose current household membership fee is paid
Non-voting member is a non-resident or a corporate entity whose business is situated in the community stated in Article 2.0, and whose current non-resident membership fee is paid.
A honorary life member is a member of either class who has rendered outstanding service to the T-H.C.A.
3.2 A member is entitled to hold a membership card, to receive privileges and services, participate in activities, and to attend general meetings of the membership. A voting member is entitled to express opinions and cast one vote on matters before a general meeting, and to hold office.
3.3 A member may resign membership by written notice to the director
responsible for membership, though membership may be withheld or withdrawn by an affirmative vote of 2/3s of the Directors or 2/3s of the members present at a general meeting.
3.4 The determination of Honorary life membership is made by the Directors by a 2/3 affirmative vote and extended by the Board. There shall be no greater than 6 members in this class.
3.5 The membership year and annual fee per class of member is prescribed by the Board of Directors.
4.1 GENERAL MEETINGS
There shall be at least one meeting each year. The annual meeting of the members for the election of directors, and transaction of such other
business as may be properly be brought before an annual meeting of members shall be held at such place as the directors may determine, no later than four months after the end of each fiscal year.
4.1.1 The business of the annual general meeting will be to receive and consider reports on:
a) an election of officers and directors at large
b) a financial statement and position
c) acts and deeds arising from meeting(s) of the Board of Directors
d) by-law amendments to be confirmed.
e) other reports as required by by-laws to be laid before the members
f) any other business which ought to be communicated or transacted at a general meeting that are not inconsistent with the Corporations Act
4.1.2 General meetings shall be convened by the secretary on twenty one day’s written notice served or deemed to be served to members in good standing, stating the specifics of date, hour, location and the general nature of the
business to be considered/transacted.
4.1.3 When notice is generally given to members, by telephone, community newspaper or otherwise, the accidental omission to give notice to any member thereof or the non-receipt of any notice by any member shall not invalidate any resolution passed or any proceedings taken at such meeting
4.1.4 Only business stated in a notice calling a general meeting shall be transacted.
4.1.5 No business shall be transacted at a general meeting unless the number of ordinary members exceeds the number of directors present.
4.1.6 If within a half an hour of the appointed time, a quorum is not
present, the meeting stands adjourned until another date is fixed, except in the instance of a meeting called under 5.5, which is dissolved.
4.1.7 General meetings are chaired by the president, or the Board selected designate, or failing the presence of one, the members shall choose someone from themselves.
4.1.8 No voting member shall have more than one vote at any meeting of T-H.C.A. and voting by proxy shall not be permitted.
4.1.9 All questions arising at any meeting of the members shall be decided by a majority of voters unless otherwise specified in the by-law or Corporations Act.
4.2 Other meetings
4.2.1 Meetings may be called by the board of Directors
4.2.2 Not less than 1/10 of the members of T-H.C.A. entitled to vote at the meeting proposed to be held may request the directors call a general
meetings of the members connected with the affairs of T-H.C.A. that is not inconsistent with the Corporations Act.
4.2.3 The requisition shall state the general nature of the business to be
transacted at the meeting and shall be signed by the requisitionists and the request deposited at the head office of T-H.C.A. and may consist of several documents in like form signed by one or more requisitionists.
4.2.4 Upon deposit of the requisition, the directors shall call forthwith a
general meeting of the members for the transitions of business stated in the requisition. or reply in writing to requisitionists stating why the request did not conform with Articles 4.1, 5.2, or 5.3.
4.2.5 If the directors do not within 21 days from the date of deposit of the requisition, call and hold such a meeting, any of the requisitionists may call such a meeting which shall be held within 60 days from the date of the deposit of the requisition.
4.2.6 A meeting called under this section shall be called in nearly as possible in the same section shall be called in the same manner as meetings of the members as otherwise called.
4.2.7 Any reasonable expenses incurred by the requisitionists by reason of failure of failure of the directors to call such a meeting shall be repaid to the requisitionists.
5.0 BOARD OF DIRECTORS
5.1 The affairs of the Association shall be manage by a Board of Directors, who is comprised of the officers and up to five directors at large, all of whom are also members of T.H.C.A.
5.2 The Board shall meet from time to time as scheduled or on notice at the call of the president or failing the president, of three members of the Board, in order to carry out the business of the Association.
5.3 Each director shall hold only one position.
5.4 Each director shall be elected to a two year term. A director may not be elected to an additional term but may not be re-elected thereafter until the next subsequent annual meeting. In default of such election the incumbent shall hold office until a successor is (s)elected.
5.5 On a recommendation of the Board of directors approved by 2/3s of the directors, the members at a general meeting may approve a director standing for election to three consecutive terms.
5.6 The terms of office of officers and directors-at-large shall be arranged so that up to half are elected annually.
5.7 Vacancies, however caused, may be filled at a general meeting of the membership or between general meetings by selection by the directors on a recommendation of a committee charged with nominations and elections provided half the directors remain in office at the time of selection.
5.8 The committee charged with nominations and elections submits the names of members who are willing to stand for the position(s). At a general meeting, nominations may also be submitted by any member in good standing provided the consent in writing is obtained of those not present.
5.9 In the event only one nomination is declared for any position, the member is deemed to be elected by acclamation.
5.10 The office of director shall be vacated on election or upon resignation, death, ceasing to attend, act, or inability to attend, act because of any condition or illness.
5.11 Committees shall be formed from the T.H.C.A. membership by the Board of Directors as issues arise that warrant a committee structure.
5.11.1 Tanglewood Park Community Centre’s Management Committee shall be a standing Committee of the Association.
5.12 Upon approval by a majority of the Board of directors, meetings of the Board of directors are open to all members of T-H.C.A. (Article VI.3)
6.0 Duties of Officers and Directors at Large
6.1 The officers of the Association shall be the president, treasurer and secretary, who shall perform such duties as specified or are assigned by the Board of Directors.
6.1.1 The past president is an honorary, non-elected officer.
- presides at meetings of the members of Association and of Directors
- give leadership and co-ordination to fellow directors in carrying out their activities
- sits on all committees
- represents or delegates representation of the Association, to the public, to organizations and to governments.
- has custody of the Association’s funds and securities.
- keeps full and accurate records of donations, fees and other receipts and disbursements in records which belong to the Association.
- deposits monies in the name and to the credit of the Association and with such depositories as may be designated by the Board of Directors.
- disperses funds as requires.
- periodically but at least annually renders to the Board of Directors and the membership an accounting of the financial affairs of the Association.
- communicates with such organizations and individuals as necessary to manager the financial affairs of T.H.R.A, while ensuring copies of such correspondence and records are provided to the secretary.
- prepares and publishes notices and agenda for Board and general meetings of the Association.
- records and distributes minutes of Board and general meetings.
- maintain archival records including minutes, statements, reports correspondence.
6.2 Directors at Large
The duties of each Directors-at-Large shall are ascribed by the Board of Directors before or at or after the time of (s)election.
7.1 By-laws & Rules
7.1.1 The by-laws may be amended by a 2/3 majority of the members present and voting at a general meeting provided there has been at least one week notice of such proposed amendment in advance of the meeting made by telephone, community newspaper and by other means to the membership.
7.1.2 The Board of Directors may prescribe by-law amendments and such rules not inconsistent with these bylaws relating to the management and operation of the Association as it deemed expedient provided that such bylaw amendments have force and effect until the next annual general meeting of the members when they shall be confirmed. In default of such confirmation amendments will cease to have force and effect.
7.2 In order to expedite the conduct of business at meetings members shall conduct themselves in an orderly fashion and respect the authority of the chair. Robert’s’ Rules of Order shall be deemed to apply in all matters unless they conflict with these bylaws, in which case these bylaws shall take precedence
7.3 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or persons whether or not an officer of the T.H.C.A. and in such manner as the directors may from time to time designate.
7.4 Execution of instruments:
Contracts, cheques, drafts, orders for payment and all instruments requiring signatures shall be signed by two of the following President or the Secretary and Treasurer and contracts, documents and instruments in writing so signed shall be binding upon T-H.C.A. without further authorization or formal The directors shall have power from time to time by resolution to appoint any officer or officers, persons or persons to sign contracts, documents and instruments in writing generally or sign specific contracts, documents or instruments in writing on behalf of T.H.C.A..
8.0. Fiscal Year
The financial or fiscal year of T.H.C.A. shall terminate on the last day of the month prior to the date of the Annual General meeting, but no later than the last day of the current calendar year.
9.0 INDEMNIFICATION OF DIRECTORS
Neglects or Defaults
9.1 No officer or director at large shall be liable for acts, receipts, of any other director or officer or employee or volunteer.
9.2 Officers and directors at large, who on direction of the Board, undertake any liability on behalf of the Association shall be indemnified and saved harmless from and against all expenses which such directors sustain or incur, or about any action, suit, proceeding which is brought, or prosecuted against him or in respect to any act, deed or matter made, done, or permitted by him in or about the execution of the duties of director, except such costs as are occasioned by his own wilful neglect or default.
Upon the dissolution of T-H.C.A. and after the payment of all debts andliabilities, its remaining property shall be distributed or disposed of to one or more recognized charitable organisations which carry on their work solely in Canada
In all by-laws of the Association, the singular shall include the plural and the plural, the singular; the words person shall include firms and corporations and the masculine shall include the feminine.