Constitution
Head Office:
The head office of the Association shall be as determined by the Board from time to time.
Financial Year:
Unless modified by the Board, the financial year of the Association will terminate on December 31st of each year.
Execution of Instruments:
Deeds, transfers, assignments, contracts, obligations, certificates cheques and other instruments may be signed on behalf of the Association by the President or Treasurer. The Board may designate another director as a signing authority. No person may execute a cheque to himself or herself. The Board from time to time may direct the manner in which and the person or persons by whom a particular instrument or class of instruments may be signed.
Banking Arrangements:
The banking business of the Association shall be transacted with such banks, trust companies or other firms as the Association from time to time designates. Signing authorities will be designated by the Board.
Board Structure
The Board shall consist of nine (9) members of the Association: the Past-President, President, Vice-president, Secretary, Membership Secretary, and Treasurer, herein after called the “Executive” and three (3) members at large. The Executive may appoint ex-officio members of the Board from time to time as well as committee chairpersons for standing and special project committees.
Board of Directors:
The affairs of the Association shall be managed by the Board of Directors, each of whom at the time of his or her election and throughout his or her term of office shall be a member of the Association.
No person shall be qualified as a Director, unless that person is at least eighteen (18) years of age and, unless that person is at the time of election and throughout the term of office, a member in good standing of the Association. A member in good standing will have been an approved member of the Association for at least ninety (90) days prior to the election as Director. No undischarged bankrupt or mentally incompetent person (defined as per the law of Ontario) shall be a director.
Election and Term:
The Board of Directors shall be elected by the membership at the Annual General Meeting. Directors may be elected for a term of one year. All Directors’ terms will have expired at the time of the next Annual General Meeting. Directors are eligible to stand for re-election. Any increase or decrease in the number of Board members shall be approved by resolution of the Board of Directors and ratified at a General Meeting.
The retiring Board will act as a nominating committee, putting forward a slate of officers and directors to the membership at the Annual General Meeting. Nominations from the floor will be called and if the nominee meets the qualifications, he/she will be added to the slate for the vote by the membership. Voting will be by a show of hands, unless a member requests a vote by ballot. The candidates with the majority of votes for the specific officer and/or Board position are elected to the Board.
Meetings:
Directors’ meetings may be formally called by the President, Vice-President or by the Secretary on the direction of the President or Vice-President and no formal notice of any such meeting shall be necessary if all Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Notice of such meetings shall be delivered, telephoned, e-mailed or transmitted by facsimile to each Director with reasonable notice.
The Board will meet at least four (4) times annually. A Directors’ meeting may also be held, without notice, immediately following the Annual General Meeting of the Association. The Directors may consider or transact any business either special or general at any meeting of the Board.
Quorum:
A quorum for the transaction of business at any Board meeting shall be 50% plus one (1) of the total number of members elected to the Board at that time. In the event of a recommendation for a change to the constitution, a quorum will be two-thirds (66%) of the total members elected to the Board.
Remuneration:
The Directors shall serve without remuneration but shall be entitled to be paid their expenses necessarily and reasonably incurred in undertaking tasks designated by the Board.
Committees:
The Board may by resolution create one or more committees which may include Directors from the Board and members of the Association. Committees created by the Board may be given written terms of reference by the Board. Except as otherwise provided in the by-laws of the Association, all committees shall be appointed by the Board from among members, for a term of not more than one (1) year and may be appointed for a further one (1) year at each annual date; the committee shall meet as required by its terms of reference, and the committee shall be responsible to and report to the Board.
Meetings of the Board:
Meetings of the Board are open to members of the Association and the public to observe the proceedings. Observers may not participate in the Board’s deliberations. From time to time, the Board may wish to meet in camera to discuss issues of a confidential nature, particularly those relating to personnel matters or other confidential matters. The President of the Board declares this part of the agenda to be closed and observers are requested to leave the meeting. The in camera discussions are confidential to the Board and the Executive Director, if present and are not recorded in the minutes. Resolutions arising from the in camera deliberations are recorded in the minutes of the meeting.
Conflict of Interest:
A conflict of interest exists when it presents a perceived or real impediment to a Board member’s responsibility to support the organization’s collective goals and interests, due to the Board member’s affiliations, obligations or other associations and relationships outside the organization. The conflict of interest may involve pecuniary or financial interests, in the form of money, gifts, favours, gratuities or other special considerations. It may also involve a selective and disproportionate benefit for particular agencies, companies and organizations, professional groups, or clients from particular demographic, geographic, political, socio-economic, cultural or other groups.
Persons who are Board members, management staff or employees or relatives of these individuals (parents, spouses, siblings, children etc.) of agencies and organizations under contract with the Association cannot be elected or appointed to the Board of Directors of the Association. If a Director of the Association finds him/herself in this position after being elected to the Board, he/she must resign. Staff members of the Association and their relatives as defined above are also excluded from being elected to the Board of Directors of the Association. These excluded individuals may be asked to serve as committee members for an approved committee of the Board.
These exclusions do not apply to individuals who resign from a current directorship or other excluded capacity prior to accepting a Directorship with the Association.
Every Board member who, either directly or through one of his/her associates, has or thinks he or she may potentially have a conflict of interest with respect to a proposed or current contract, transaction or decision of the Association at any time should disclose the nature and extent of the interest prior to discussions of the board. After making such a declaration, no interested board member should vote or be present at the vote, or otherwise attempt to influence the voting on a contract, transaction or decision, nor should the member be counted in any required quorum with respect to the vote. If the Board member has made a declaration of interest in compliance with this by-law, the Board member is not accountable to the Association for any profit he or she may realize from the contract, transaction or decision. If the Board member fails to make a declaration of his/her interest in a contract, transaction or decision as required by this by-law, this should be considered grounds for forfeiture of Board membership. The failure of any Board member to comply with the conflict of interest by-law of the Association does not, in and of itself, invalidate any contract, transaction or decision undertaken by the Board of the Association
Officers and Directors of the Association:
There shall be a Past President, a President, a Vice President, a Membership Secretary, a Secretary and a Treasurer or in lieu of a Secretary and a Treasurer, a Secretary-Treasurer and other such officers as the Board may determine by By-law from time to time.
Officers and the Executive Committee:
The Executive Committee of the Board includes the Officers cited in clause 17.
There are three (3) members at large who with the officers comprise the Board of Directors.
Roles and Responsibilities:
Past President: The immediate Past-President will act as an advisor to the Executive and Board and ensure continuity in procedure and policy. He/she shall act as ex-officio member of the Executive Committee and enjoy full voting privileges.
Vice President: The Vice President is first in line to succeed the President should the President be unable or unwilling to perform the duties set out. The Vice President may act for the President in meetings where the President is absent provided that the Board has appointed the Vice President to act in that specific purpose.
President: The president, when present will preside at all meetings of the members of the Association and of the Board of Directors, and Executive Committee. The President shall be charged with the general management and supervision of the affairs and operations of the Association. The President with the secretary or another officer appointed by the Board for the purpose will sign all by-laws and membership certificates. During his/her absence or inability of the President, his/her duties and powers may be exercised by the Vice-President, or such other directors as the board may from time to time appoint for the purpose. The President is charged with speaking on behalf of the Association to the media or government officials on issues pertaining to the Association. The President may from time to time delegate this responsibility, clarifying the position of the Association to the delegate.
Secretary: The secretary shall be ex-officio clerk of the Board of Directors. He/she shall attend all meetings of the Board of Directors, the Executive Committee and the Annual General Meeting and record all facts and minutes of all proceedings in the books kept for that purpose. He/she shall be custodian of all books, papers, records, correspondence, and contracts and other documents belonging to the Association which he/she shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he/she shall perform other duties as may from time to time be determined by the Board of Directors.
Membership Secretary: The Membership Secretary shall be responsible for coordinating all aspects of the Association membership, including the promotion of membership, maintaining accurate up-to-date records of membership, and providing an account of membership transactions. The Membership Secretary shall also have the responsibility to coordinate communication to the Association members, including newsletters and mail-outs as required from time to time. The Membership Secretary shall also perform such duties as may from time to time be determined by the Board of Directors.
Treasurer: The Treasurer or person performing the duties of a 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 as may be designated by the Board of Directors. He/she shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof and shall render to the Board of Directors at the regular meetings thereof or whenever required of him/her, an account of all his/her transactions as treasurer and of the financial position of the Association. He/she shall perform such duties as may from time to time be determined by the Board of Directors.
Members at Large: The duties of members at large shall be such as the terms of their engagement call for or the Board of Directors requires of them.
Members:
Membership in the Association shall consist of all persons who comply fully with the by-laws of the Association, and who have paid their membership fee in full.
Qualifications for and Term of Membership:
Members must be at least eighteen (18) years of age and seasonal or permanent residents in Ontario. Membership is open to members of the community along the Gananoque River and its waterways from the Lyndhurst Dam to Marble Rock Dam, and their family members. Members shall be admitted for a term of one (1) year at the end of which the member may apply for another one (1) year term. The end of the membership year is December 31st. Upon becoming a member of the Association, the person is deemed to have entered into an agreement to comply with and be bound by the by-laws of the Association, as amended from time to time.
Annual General Meeting:
The Annual Meeting of the Membership shall be held at such time and on such a day in each year as the Board or the President may from time to time determine, for the purposes of receiving the reports and statements required by the Act to be placed before the annual meeting, electing Directors, appointing auditors and fixing or authorizing the Board to fix their remuneration, as for the transaction of business as may be properly brought before the meeting.
Notice of Annual General Meetings:
Notice of the time, place and date of meetings and the general nature of the business to be transacted shall be given at least ten (10) days before the date of each meeting to each Member entitled to notice of the meeting by posting the information on the Association’s website, e-mailing or sending the notice to the last address of the addressee as shown in the Association’s records.
Voting by Members
The Association Board will strive to make all decisions by consensus. When necessary, voting shall be as follows:
Each member will be entitled to one vote on each question arising at the annual meeting or the general meeting. No proxy votes will be allowed. Members shall be entitled to vote after being certified as a member of the Association for ninety (90) days. Voting shall be by a show of hands unless a poll on the question is required by the Chair or requested by any member in good standing. In the case of a tie vote, the Chair in addition to his/her regular vote shall have a second and casting vote. A declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Association is conclusive evidence of the fact.
Quorum:
A quorum for the transaction of business at any meeting of members shall be the number of people present at the meeting.
Head Office:
The head office of the Association shall be as determined by the Board from time to time.
Financial Year:
Unless modified by the Board, the financial year of the Association will terminate on December 31st of each year.
Execution of Instruments:
Deeds, transfers, assignments, contracts, obligations, certificates cheques and other instruments may be signed on behalf of the Association by the President or Treasurer. The Board may designate another director as a signing authority. No person may execute a cheque to himself or herself. The Board from time to time may direct the manner in which and the person or persons by whom a particular instrument or class of instruments may be signed.
Banking Arrangements:
The banking business of the Association shall be transacted with such banks, trust companies or other firms as the Association from time to time designates. Signing authorities will be designated by the Board.
Board Structure
The Board shall consist of nine (9) members of the Association: the Past-President, President, Vice-president, Secretary, Membership Secretary, and Treasurer, herein after called the “Executive” and three (3) members at large. The Executive may appoint ex-officio members of the Board from time to time as well as committee chairpersons for standing and special project committees.
Board of Directors:
The affairs of the Association shall be managed by the Board of Directors, each of whom at the time of his or her election and throughout his or her term of office shall be a member of the Association.
No person shall be qualified as a Director, unless that person is at least eighteen (18) years of age and, unless that person is at the time of election and throughout the term of office, a member in good standing of the Association. A member in good standing will have been an approved member of the Association for at least ninety (90) days prior to the election as Director. No undischarged bankrupt or mentally incompetent person (defined as per the law of Ontario) shall be a director.
Election and Term:
The Board of Directors shall be elected by the membership at the Annual General Meeting. Directors may be elected for a term of one year. All Directors’ terms will have expired at the time of the next Annual General Meeting. Directors are eligible to stand for re-election. Any increase or decrease in the number of Board members shall be approved by resolution of the Board of Directors and ratified at a General Meeting.
The retiring Board will act as a nominating committee, putting forward a slate of officers and directors to the membership at the Annual General Meeting. Nominations from the floor will be called and if the nominee meets the qualifications, he/she will be added to the slate for the vote by the membership. Voting will be by a show of hands, unless a member requests a vote by ballot. The candidates with the majority of votes for the specific officer and/or Board position are elected to the Board.
Meetings:
Directors’ meetings may be formally called by the President, Vice-President or by the Secretary on the direction of the President or Vice-President and no formal notice of any such meeting shall be necessary if all Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Notice of such meetings shall be delivered, telephoned, e-mailed or transmitted by facsimile to each Director with reasonable notice.
The Board will meet at least four (4) times annually. A Directors’ meeting may also be held, without notice, immediately following the Annual General Meeting of the Association. The Directors may consider or transact any business either special or general at any meeting of the Board.
Quorum:
A quorum for the transaction of business at any Board meeting shall be 50% plus one (1) of the total number of members elected to the Board at that time. In the event of a recommendation for a change to the constitution, a quorum will be two-thirds (66%) of the total members elected to the Board.
Remuneration:
The Directors shall serve without remuneration but shall be entitled to be paid their expenses necessarily and reasonably incurred in undertaking tasks designated by the Board.
Committees:
The Board may by resolution create one or more committees which may include Directors from the Board and members of the Association. Committees created by the Board may be given written terms of reference by the Board. Except as otherwise provided in the by-laws of the Association, all committees shall be appointed by the Board from among members, for a term of not more than one (1) year and may be appointed for a further one (1) year at each annual date; the committee shall meet as required by its terms of reference, and the committee shall be responsible to and report to the Board.
Meetings of the Board:
Meetings of the Board are open to members of the Association and the public to observe the proceedings. Observers may not participate in the Board’s deliberations. From time to time, the Board may wish to meet in camera to discuss issues of a confidential nature, particularly those relating to personnel matters or other confidential matters. The President of the Board declares this part of the agenda to be closed and observers are requested to leave the meeting. The in camera discussions are confidential to the Board and the Executive Director, if present and are not recorded in the minutes. Resolutions arising from the in camera deliberations are recorded in the minutes of the meeting.
Conflict of Interest:
A conflict of interest exists when it presents a perceived or real impediment to a Board member’s responsibility to support the organization’s collective goals and interests, due to the Board member’s affiliations, obligations or other associations and relationships outside the organization. The conflict of interest may involve pecuniary or financial interests, in the form of money, gifts, favours, gratuities or other special considerations. It may also involve a selective and disproportionate benefit for particular agencies, companies and organizations, professional groups, or clients from particular demographic, geographic, political, socio-economic, cultural or other groups.
Persons who are Board members, management staff or employees or relatives of these individuals (parents, spouses, siblings, children etc.) of agencies and organizations under contract with the Association cannot be elected or appointed to the Board of Directors of the Association. If a Director of the Association finds him/herself in this position after being elected to the Board, he/she must resign. Staff members of the Association and their relatives as defined above are also excluded from being elected to the Board of Directors of the Association. These excluded individuals may be asked to serve as committee members for an approved committee of the Board.
These exclusions do not apply to individuals who resign from a current directorship or other excluded capacity prior to accepting a Directorship with the Association.
Every Board member who, either directly or through one of his/her associates, has or thinks he or she may potentially have a conflict of interest with respect to a proposed or current contract, transaction or decision of the Association at any time should disclose the nature and extent of the interest prior to discussions of the board. After making such a declaration, no interested board member should vote or be present at the vote, or otherwise attempt to influence the voting on a contract, transaction or decision, nor should the member be counted in any required quorum with respect to the vote. If the Board member has made a declaration of interest in compliance with this by-law, the Board member is not accountable to the Association for any profit he or she may realize from the contract, transaction or decision. If the Board member fails to make a declaration of his/her interest in a contract, transaction or decision as required by this by-law, this should be considered grounds for forfeiture of Board membership. The failure of any Board member to comply with the conflict of interest by-law of the Association does not, in and of itself, invalidate any contract, transaction or decision undertaken by the Board of the Association
Officers and Directors of the Association:
There shall be a Past President, a President, a Vice President, a Membership Secretary, a Secretary and a Treasurer or in lieu of a Secretary and a Treasurer, a Secretary-Treasurer and other such officers as the Board may determine by By-law from time to time.
Officers and the Executive Committee:
The Executive Committee of the Board includes the Officers cited in clause 17.
There are three (3) members at large who with the officers comprise the Board of Directors.
Roles and Responsibilities:
Past President: The immediate Past-President will act as an advisor to the Executive and Board and ensure continuity in procedure and policy. He/she shall act as ex-officio member of the Executive Committee and enjoy full voting privileges.
Vice President: The Vice President is first in line to succeed the President should the President be unable or unwilling to perform the duties set out. The Vice President may act for the President in meetings where the President is absent provided that the Board has appointed the Vice President to act in that specific purpose.
President: The president, when present will preside at all meetings of the members of the Association and of the Board of Directors, and Executive Committee. The President shall be charged with the general management and supervision of the affairs and operations of the Association. The President with the secretary or another officer appointed by the Board for the purpose will sign all by-laws and membership certificates. During his/her absence or inability of the President, his/her duties and powers may be exercised by the Vice-President, or such other directors as the board may from time to time appoint for the purpose. The President is charged with speaking on behalf of the Association to the media or government officials on issues pertaining to the Association. The President may from time to time delegate this responsibility, clarifying the position of the Association to the delegate.
Secretary: The secretary shall be ex-officio clerk of the Board of Directors. He/she shall attend all meetings of the Board of Directors, the Executive Committee and the Annual General Meeting and record all facts and minutes of all proceedings in the books kept for that purpose. He/she shall be custodian of all books, papers, records, correspondence, and contracts and other documents belonging to the Association which he/she shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he/she shall perform other duties as may from time to time be determined by the Board of Directors.
Membership Secretary: The Membership Secretary shall be responsible for coordinating all aspects of the Association membership, including the promotion of membership, maintaining accurate up-to-date records of membership, and providing an account of membership transactions. The Membership Secretary shall also have the responsibility to coordinate communication to the Association members, including newsletters and mail-outs as required from time to time. The Membership Secretary shall also perform such duties as may from time to time be determined by the Board of Directors.
Treasurer: The Treasurer or person performing the duties of a 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 as may be designated by the Board of Directors. He/she shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof and shall render to the Board of Directors at the regular meetings thereof or whenever required of him/her, an account of all his/her transactions as treasurer and of the financial position of the Association. He/she shall perform such duties as may from time to time be determined by the Board of Directors.
Members at Large: The duties of members at large shall be such as the terms of their engagement call for or the Board of Directors requires of them.
Members:
Membership in the Association shall consist of all persons who comply fully with the by-laws of the Association, and who have paid their membership fee in full.
Qualifications for and Term of Membership:
Members must be at least eighteen (18) years of age and seasonal or permanent residents in Ontario. Membership is open to members of the community along the Gananoque River and its waterways from the Lyndhurst Dam to Marble Rock Dam, and their family members. Members shall be admitted for a term of one (1) year at the end of which the member may apply for another one (1) year term. The end of the membership year is December 31st. Upon becoming a member of the Association, the person is deemed to have entered into an agreement to comply with and be bound by the by-laws of the Association, as amended from time to time.
Annual General Meeting:
The Annual Meeting of the Membership shall be held at such time and on such a day in each year as the Board or the President may from time to time determine, for the purposes of receiving the reports and statements required by the Act to be placed before the annual meeting, electing Directors, appointing auditors and fixing or authorizing the Board to fix their remuneration, as for the transaction of business as may be properly brought before the meeting.
Notice of Annual General Meetings:
Notice of the time, place and date of meetings and the general nature of the business to be transacted shall be given at least ten (10) days before the date of each meeting to each Member entitled to notice of the meeting by posting the information on the Association’s website, e-mailing or sending the notice to the last address of the addressee as shown in the Association’s records.
Voting by Members
The Association Board will strive to make all decisions by consensus. When necessary, voting shall be as follows:
Each member will be entitled to one vote on each question arising at the annual meeting or the general meeting. No proxy votes will be allowed. Members shall be entitled to vote after being certified as a member of the Association for ninety (90) days. Voting shall be by a show of hands unless a poll on the question is required by the Chair or requested by any member in good standing. In the case of a tie vote, the Chair in addition to his/her regular vote shall have a second and casting vote. A declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Association is conclusive evidence of the fact.
Quorum:
A quorum for the transaction of business at any meeting of members shall be the number of people present at the meeting.