Heron Park Community Association Constitution
Draft 3 – April 21, 2009
We, the people in the Heron Park area, wish to promote, by democratic cooperation, the provision of a healthy physical and economic environment, the maintenance of personal safety and security, and the improvement of the quality of life for all members of the community. We have determined that an Association of all the members of the community will best accomplish these goals.
1.1 This Association is operating as a registered not-for-profit corporation.
This Association shall be known by the name of the Heron Park Community Association, and is referred to hereinafter as the “HPCA” or the “Association.”
The boundaries of the Association are from south of Billings Bridge shopping centre to Walkley Road in the South and from Bank Street to the east to the Transitway in the west.
4.1 To promote and protect the interests of the community
4.2 To actively participate in the planning and future development of the Heron Park area, including communicating with government representatives on matters of interest to the Association.
4.3 To support and undertake programs that provide for the safety and security of the community.
4.4 To communicate local news and events of interest to the community.
4.5 To undertake and encourage social, recreational, and commercial activities that the Association deems to be of benefit to the community.
4.6 To organize public participation in community issues.
4.7 To cooperate with other community groups and businesses in the area and in the city.
5. MEMBERSHIP AND DUES
5.1 A Member shall be any person who is 18 years of age or over:
a) who has paid their membership dues in full, and
b) resides within the boundaries of the Association, and
c) has a place of business or owning property within the said boundaries, and
d) resides, has a place of business, or ows property in an area that is next to and close by to the said boundaries, and who is not currently represented by a Community Association or equivalent, and who has paid Association membership dues.
5.2 Categories and terms of membership shall be fixed from time to time by the Board of Directors and shall become effective when confirmed by a vote at an Annual or other General Meeting.
5.3 A Member in Good Standing is a Member who has paid current membership dues. Alternatively, a Member in Good Standing is a Member who undertakes to perform voluntary work for the Association that is deemed equivalent in value to the dues by the Board of Directors.
5.4 All Memberships in Good Standing will continue until the established November date of the Annual General Meeting of the year of their expiry, whereupon a new membership must be obtained.
5.5 Memberships in Good Standing may be revoked at any time by a two-thirds majority vote of the Board of Directors for reasons of misconduct, illegal activities, or the pursuance of issues or activities contrary to the objectives of the Association.
5.6 Dues shall be payable by Members to keep their memberships in good standing. Payment of such dues shall entitle a Member to become a Member in Good Standing.
5.7 Each Member in Good Standing shall be entitled to one vote on each question arising at any Annual or other General Meeting of the Members, and shall have the right to hold elected office.
5.8 Any Member (including a Director) may by means of written communication to the Secretary, appoint a proxy holder to attend and act at a specific meeting of members in the manner and to the extent authorized by proxy. A proxy holder must be a Member of the Association. A proxy holder can only accept one proxy designation, valid only for the meeting under consideration. 5.9 Any member in Good Standing may resign from the Association and must do so by notifying the Board of Directors in writing.
6. STRUCTURE OF THE ASSOCIATION
6.1 Board of Directors
a) The Board of Directors shall consist of up to 11 Members in Good Standing and have been elected at the Annual General Meeting. This number includes the Executive Committee Members. Notwithstanding the preceding, the number of members of the Board of Directors may be varied to a number greater than 11 by a vote at the Annual General Meeting.
b) A person who is not a Member in Good Standing may be elected a Director, but must become a Member in Good Standing within 30 days of election or else cease to be a Director.
c) The Board of Directors may vote on a Member in Good Standing to a Board of Directors position should a vacancy occur during the term of office. This appointment shall terminate at the next election of Directors or at an expiration date set by the Board of Directors.
d) The Directors shall conduct the affairs of the Association between Annual and other General Meetings.
e) If a Director misses three or more meetings of the Board of Directors per term, the position shall be deemed vacant. This provision will not apply if the Director notifies another member of the Board of their absence by the time of the meeting, and the absence is deemed acceptable by the Board of Directors.
f) A Director may be removed from the Board of Directors at any time by a two-thirds majority vote of the Board of Directors present at a General Meeting of the Members, for reasons of misconduct, illegal activities, or the pursuance of issues or activities contrary to the objectives of the Association.
6.2 Executive Committee
The Executive Committee shall consist of a President, Vice-President, Secretary, and Treasurer, and a Past-President (non-voting member)
a) The Executive Committee shall report to the Board of Directors on Committee activities.
Committees may be organized to meet the needs of the Membership and shall be created and/or dissolved as deemed necessary by the Board of Directors providing that:
a) Committee objectives are consistent with the purpose of the Association
b) Committee members are Members in Good Standing of the Association
c) the Committee agrees to and abides by all financial and membership policies of the Association
d) The Committee keeps the Board informed of its activities and will seek the advance approval of the Board of its proposed course of action, as may be appropriate.
7. DUTIES OF EXECUTIVE COMMITTEE
7.1 The President
a) Shall enforce observance of the Constitution and by-laws.
b) Shall chair the monthly committee meetings and that of the Annual General Meeting.
c) Shall report to the Membership on the activities of the Association at Annual or other General Meetings or at such times as may be prescribed by the Board of Directors.
d) Shall not vote on any motion unless a vote results in a tie vote at a Board of Directors or Executive Committee meeting.
d) Shall Perform other duties as may be prescribed by the Board of Directors.
a) Shall help the President perform his/her duties and, in the absence or inability of the President, the Vice-President shall act as President with all the duties and powers of the President.
b) Shall perform other duties as may be prescribed by the Board of Directors.
a) Shall attend all meetings of the Executive Committee, Board of Directors, and Annual and other General Meetings of the Association and act as Clerk thereof
b) Shall record all votes taken at meetings and minutes in the books to be kept for that purpose. The minutes of every meeting shall be submitted at the next meeting of the Board of Directors for approval, after revision as required and be posted on the Committee internet site when feasible.
c) Shall name an appropriate stand-in when not performing the above duties.
d) Shall be responsible for receiving, recording, and delivering all correspondence for the Association. The Secretary may authorize other Directors to also receive and deliver Association correspondence.
e) Shall perform other duties as may be prescribed by the Board of Directors.
f) Shall Chair meetings of the Board of Directors in the absence of the President and Vice President.
a) Shall be responsible for ensuring that a record of all receipts and disbursements of money is maintained for the Association.
b) Shall ensure that the membership records are maintained. The Treasurer will maintain the membership records unless the Board of Directors forms a Committee to which this duty is delegated.
c) Shall develop and establish procedures according to and, upon approval of the Board of Directors, all accounting and financial policies and procedures.
d) Shall make available the books financial records of the Association in good order upon request of the Membership.
e) Shall keep the Board informed of the Association’s finances at regular intervals as set by the Board, and to bring any financial issues or concerns to the Board’s attention in a timely manner.
8. ELECTION AND TENURE OF THE BOARD AND EXECUTIVE
8.1 The Board of Directors shall be elected at each Annual General Meeting by a show of hands, unless a Member in Good Standing demands a secret ballot.
Directors shall serve until the next Annual General Meeting, unless they resign or are removed.
8.2 The Election of the Executive Committee shall take place by secret ballot every two years at the Annual General Meeting. As well, a list of nominees for each vacant position will be posted and/or announced prior to the AGM or at the AGM. These nominations will be encouraged and solicited prior to the AGM in the interests of the community and the community association.
8.3 Tenure limits and Service Requirement
a) The position of President and Treasurer shall not be held by the same individuals for more than two (2) consecutive terms (i.e. 4 years)
b) The President and at least one other member of the Executive Committee should have served on the Board of Directors within the previous two years if possible.
8.4 Nominating Committee
The outgoing Board of Directors shall appoint a Nominating Committee at least one (1) month prior to the Annual General Meeting. This shall consist of at least three (3) and not more than five (5) Members in Good Standing who are not running in the election of the Association. At least one member of the Executive, excluding the President, shall be on the Committee.
All meetings of the Association shall be conducted in accordance with Roberts Rules of Order and shall be open to the public.
9.2 Annual General Meeting:
a) The Annual General Meeting shall be held in the month of November.
b) One other emergency meeting may be held when required upon a majority vote of the whole Committee.
c) Notice of the time, date, and location of the Annual General Meeting and other General Meetings shall be given to the Members in Good Standing of the Association via email, phone, posted notices, within the Community newspaper, and on the Community Internet site not less than fourteen (14) days in advance of the meeting, and such notice shall include the proposed agenda. The time, date, and location of the Annual General Meeting and other General Meetings shall also be published in a public forum generally accessible to Members, not less than fourteen (14) days in advance of the meeting, and the appearance of this information in a newspaper generally circulated within the boundaries of the Association (if publication timing permits), or the posting of such information in public places within said boundaries, shall be deemed to satisfy this requirement.
d) Every General Meeting shall include on the agenda an opportunity for an open forum within the limits of the meeting schedule and structure. (9.6a)
e) General Meetings of the Members may be called at any time by the Board of Directors or by at least ten (10) Members in Good Standing for reasons provided in writing to the Secretary of the Association.
f) Each Member in Good Standing shall, at all meetings of the Members, be entitled to one (1) vote on each question or motion if present at the meeting. Members may vote by proxy if agreed upon beforehand.
9.3 Board of Directors Meetings
Board of Directors meetings shall be held monthly, or more often as required, unless a majority of the Board of Directors agrees not to hold a meeting in a given month, or more often as required.
9.4 Executive Committee Meetings
Executive Committee Meetings shall be held as required.
A quorum at a meeting shall be counted from those members in attendance who are entitled to vote as follows:
a) At General Meetings, a quorum shall be 50% of elected members of the Board of Directors and Executive Committee Members, plus one. In the absence of such a quorum, the president (or chair) shall determine if the meeting should go forward for information purposes only. Motions and voting on significant agenda items or issues would not take place.
b) At Executive Committee Meetings, a quorum shall consist of 50% of its membership, plus 1, and must include either the President or the Vice President.
c) At Board of Directors Meetings, a quorum shall consist of four (4) committee members, and must include at least two members of the Executive Committee.
All motions shall be resolved by a simple majority vote of Members in Good Standing in attendance, except where otherwise specified
a) Members in good standing may consider and transact any relevant business at any meeting of the members if due notice (as described in section 9.2c) has been given of that business.
9.7 In Camera Discussion or Meetings
Notwithstanding any other provisions, meetings of the Board of Directors or the Executive Committee may include items which are discussed in camera. In special circumstances the entire meeting may be designated in-camera but only for specifically stated purposes. For an item to be discussed in camera, agreement of a two-thirds majority of the Board of Directors and Executive Committee is required. Items which may be discussed in camera include those which might result in the disclosure of personal information or of information which puts the security of persons or property at risk.
a) All Members in Good Standing and 18 years of age and older except the President shall be entitled to vote at Annual or other General Meetings. Each Member of the Board of Directors or Executive Committee shall be entitled to vote and shall have one (1) vote at meetings of the Board of Directors or Executive Committee, except for the President (or Chair), who may only vote in the case of a tie. (I read in this that people that are not on the board or executive cannot vote at our monthly meeting. It could be that if they insist on voting a general meeting needs to be called… we should talk about this)
b) Every question shall be decided by a show of hands unless a poll be demanded by any Member, except where specified otherwise.
c) Upon a show of hands, every member having voting rights shall have one (1) vote. A declaration by the Chair that a resolution has been carried or not carried will be made. An entry to that effect shall be made in the Minutes of the Association and shall be admissible in evidence as “prima facie” proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution.
d) If a poll be demanded and not withdrawn, the resolution shall be decided by a simple majority of votes given by the members in Good Standing present. The poll shall be taken in a manner as directed by the Chair; the results of such poll shall be deemed the decision of the Association in an Annual or other General Meeting upon the matter in question.
e) In the case of an equality of votes at any General Meeting, whether by show of hands or at a poll, the question shall be deemed to have failed. (meaning that in such meetings the president cannot vote to break the tie, right? Vs 9.8 (a) where the chair/president can break the vote)
10. ASSOCIATION YEAR
The Association’s fiscal year shall typically run from November 1st to October 31st of the following year.
11. FINANCIAL PROCEDURES
11.1 The Association shall conduct its affairs on a non-profit basis so that no member derives financial advantage from the Association’s transactions.
11.2 All Association funds will be kept on deposit with a Canadian chartered bank, trust company, credit union, or Caisse Populaire.
11.3 Cheques or bills of exchange payable to the Association shall be signed endorsed by the Treasurer and cheques or bills of exchange payable by the Association shall be endorsed signed by two (2) members of the Executive: the President and Treasurer. The Board of Directors may designate additional members of the Board of Directors who may sign cheques or bills of exchange payable by the Association or endorse cheques or bills of exchange payable to the Association.
11.4 All expenditures of the Association over $100 shall be authorized by the Board of Directors. Cheques of $100 or less maybe be signed by the signing officers if they are in accordance with regular business or decisions made by the Board of Directors. In exceptional circumstances, expenditures may be authorized by the signing officers who shall report such circumstances at the first meeting of the Board of Directors following the authorization of such expenditures.
11.5 The financial statements to be submitted to the Association Membership at the Annual Meeting shall be open to review or audit by a Member In Good Standing approved by the Executive Committee of the Association who is not on the Board of Directors. An invitation will be issued to the Membership to apply for this role. This Auditor (if available) will report in writing to the Board of Directors on the adequacy and accuracy of the financial records. The Auditor shall be appointed by the Board of Directors.
12. BY-LAWS OF THE ASSOCIATION
The Association may make by-laws for the purpose of supplementing or clarifying the provisions of this Constitution or for any other purpose, providing that such by-laws are not contrary to the laws of the Government of Canada, or the laws of the Government of Ontario, or the by-laws of the City of Ottawa.
13. AMENDMENTS TO THE CONSTITUTION OR BY-LAWS
13.1 Notice of all proposals for amendments shall be given, in writing, to the Secretary, who will ensure that the proposal is included with the notice of the Annual or other General Meeting, and that the subject is then placed on the agenda of that meeting.
13.2 An amendment or by-law shall be considered accepted by a two-thirds vote of Members in Good Standing present at the Annual or other General Meeting, provided there is a quorum in attendance.
13.3 Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, or such nature that it prevents or may prevent that member from acting on the matter in an impartial matter, will offer to the Board to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item.