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Riverside Park (Ottawa) Community and Recreation Association
MISSION AND BY-LAWS
Ontario Corporation # 567-611
Incorporated: November 7, 1983
Amended: October 23, 2002
MISSION
- to represent the interests of the community at all levels
of government, as appropriate,
- to create awareness within the community of issues affecting
it and the City as a whole,
- to facilitate the recreational and social life of the community,
- to maintain a liaison and coordination with other community
associations and groups, and
- to maintain and enhance the character and quality of life
of the community.
BY-LAW 1
A by-law relating generally to the transaction of the affairs
of Riverside Park (Ottawa) Community and Recreation Association
(RPCRA).
Head Office
1. The head office of the Corporation shall be in the City of
Ottawa, in the Province of Ontario, at 3320 Paul Anka Drive,
K1V 0J9.
Seal
2. The seal of which an impression has been made in the margin,
shall be the corporate Seal of the Corporation.
Area
3. The area in which the Corporation operates is the neighbourhood
located in the City of Ottawa bounded by the Rideau River on
the North and West, the OCRR Railway right-of-way on the South
and, on the East, the OC Transpo transitway until it intersects
with Heron Road, west along Heron Road to the Airport Parkway
and north along the Airport Parkway and then Bronson Avenue until
it intersects with the Rideau River. This area shall be referred
to as the “neighbourhood” throughout this document.
Membership
4.1a Membership in the Corporation is open to residents of the
neighbourhood.
4.1b Associate Membership in the Corporation is open to any
owner, manager, director or employee of a business, corporation,
or association situated in or operating in the Riverside Park
area being limited to one membership per group.
4.2 Membership shall be attained by payment of an annual membership
fee. To be a member in good standing (referred to hereafter as
a “member”) of the Corporation, membership fees must
have been paid for the current year.
4.3 Changes in the amount of membership fees may be passed from
time to time by the Board of Directors for recommendation to
the members, but changes in membership fees shall become effective
only after confirmed by majority vote at a general meeting of
the Corporation.
4.4a Every member of the Corporation shall be entitled to one
vote on any matter raised and for any election held at a general
meeting, except that in the case of a family membership, every
family member over 18 years of age is entitled to one such vote.
A member may appoint a proxy to vote on his or her behalf.
4.4b An Associate Member of the Corporation, as in section 4.1b,
shall be entitled to one vote on any matter raised and for any
election held at a General Meeting, except they shall not be
entitled to be nominated or hold a position as a Director on
the Board.
4.5 Members of the Corporation shall be entitled to attend any
meeting of the Board of Directors or its committees and shall
be entitled to have access to all Minutes of meetings, correspondence
and other official documents of the Association upon giving reasonable
notice.
4.6 Members of the Corporation shall be provided with a membership
card or other certificate of membership.
Board of Directors
5.1 The affairs of the Corporation shall be managed by a Board
of Directors, consisting of ten (10) members, each of whom
at the time of election, and throughout the term of office,
shall be a member of the Corporation.
5.2 The members of the Corporation may, by resolution passed
by at least two-thirds of the votes cast at a general meeting,
remove for just cause any Director before the expiration of his
or her term, and may, by a majority of the votes cast at that
meeting, elect any member for the remainder of the term of that
Director. Notice of such a general meeting must specify the intention
to put such resolution before the membership for a vote and the
portion of the general meeting dealing with the removal of a
Director from office may be held in camera in accordance with
Section 9.11.
5.3 Notwithstanding Section 5.2, any member of the Board of
Directors who has missed four consecutive regular meetings of
the Board of Directors may be removed from office by the Board
of Directors, without any notice of their intention to do so.
5.4 Vacancies on the Board of Directors may be filled by the
Board of Directors from among members of the Corporation. Directors
chosen by the Board may only serve until the next Annual General
Meeting of the Corporation.
5.5 The Board of Directors may exercise any power and do any
act which the Corporation is by its Charter, or otherwise, authorized
to exercise or do, including administering the affairs of the
Corporation and entering into contract in its name.
5.6 Directors shall receive no remuneration for acting as such.
However, they shall be compensated for reasonable, receipted
expenses incurred in carrying out duties approved by the Board
of Directors.
Committees
6.1 The Board of Directors may create committees to assist
in administering the affairs of the Corporation. Where practicable,
there should be Terms of Reference for each standing committee.
6.2 At least one member of each committee, except the Nominating
Committee described in Section 11, shall be a member of the Board
of Directors. Additional members may be appointed from the Corporation's
members or, at the discretion of the Board of Directors, from
residents of the neighborhood.
6.3 Every member of the Board of Directors who is a member of
a committee shall report regularly to the Board of Directors
on the activities of that committee and, if requested by the
Board of Directors, to each Annual General Meeting of the Corporation.
6.4 A committee:
.1 may request an appropriation of funds from the Board of Directors,
.2 may make expenditures from that appropriation, within the
limits, if any, established by the Board of Directors, and
.3 shall submit an account of such expenditures, with receipts,
to the Board of Directors.
Board Meetings
7.1 Except for the months of July and August, a regular meeting
of the Board of Directors shall be held every month.
7.2 A majority of the Directors in office shall form a quorum
for holding a meeting.
7.3 The Board of Directors may hold its meetings at such place,
date and time as it may decide.
7.4 A meeting of the Board of Directors may be called at any
time by the President or any two Directors. Notice of any such
meeting of the Board of Directors must be communicated to members
of the Board by telephone, or in writing, at least 48 hours prior
to the meeting.
7.5 Questions arising at any meeting of the Board of Directors
shall be decided by a majority of votes of those Directors present
at the meeting, excluding the President, or the person chairing
in his or her absence. In case of a tie vote, the President,
or the person chairing in his or her absence, shall vote.
7.6 Voting will be by a verbal indication of assent or dissent,
except that any vote may be taken by written ballot, or by polling
individual members and recording the result, if so demanded by
any Director.
7.7 A declaration by the President, or the person chairing the
meeting in his or her absence, of the outcome of the vote, and
a recording of this in the Minutes, shall be taken as proof that
such results were obtained.
7.8 Any meeting of the Board of Directors may be adjourned to
any time, and from time to time; and such business may be transacted
as was on the agenda of the original meeting from which such
adjournment took place. No notice shall be required of any such
adjournment. Such adjournment may be made notwithstanding that
no quorum is present.
7.9 Subject to Section 7.10, meetings of the Board of Directors
are open to the public. Members of the Corporation may address
the Board of Directors at any meeting, but may not vote.
7.10 The Board of Directors may decide at any time to conduct
all or part of its meeting in camera. If it is known in advance
of a meeting that all or part of the meeting may be held in camera,
any notice given of the meeting shall so advise, or the President
shall give notice at the beginning of the meeting when the agenda
is discussed. The Minutes of the meeting shall record that a
portion of the meeting was held in camera or, if an entire meeting
is held in camera, the Minutes of the following meeting shall
record that an in camera meeting took place.
7.11 The decision to hold a portion of a meeting, or an entire
meeting, of the Board of Directors in camera should be limited
to circumstances where there will be discussions or decisions
concerning a matter of potential or pending litigation, a matter
which involves the right to privacy of an individual, or negotiations
leading to an entry into contract.
Officers
8.1 There shall be a President, a Vice-President, a Treasurer
and a Secretary. One person may hold more than one of these
offices, except the offices of President and Vice-President.
8.2 Officers shall be elected by members of the Board of Directors
from among their number, at a meeting of the Board as soon as
possible following the Annual General Meeting, such meeting to
be chaired by a member of the Board who is not seeking an Officer
position or, if such a Board member is not available, by a member
of the Corporation.
8.3 The President shall, when present, chair all meetings of
the members of the Corporation and of the Board of Directors.
For every meeting of the Board of Directors, the President shall
prepare an agenda, which shall be provided to members of the
Board at least two days in advance of the meeting. The President
shall also be charged with the general supervision of the affairs
and operations of the Corporation. During the absence or inability
of the President, the duties and powers of the President shall
be assumed by the Vice-President or, in the absence or inability
of the Vice-President, by any other Director appointed to act
in the capacity of President by the Board of Directors. The President
is an ex officio member of each committee of the Board of Directors,
except the Nominating Committee.
8.4 The Secretary shall, when present, record all Minutes of
meetings of the members of the Corporation and of the Board of
Directors. The Secretary shall provide copies of the Minutes
of Board meetings to members of the Board at least two days in
advance of any subsequent regular meeting. During the absence
or inability of the Secretary, the duties of the Secretary shall
be assumed by a member of the Board of Directors appointed by
the President. The Secretary shall give all notices required
to be given to members of the Corporation and of the Board of
Directors. The Secretary shall be the custodian of the Seal of
the Corporation.
8.5 The Treasurer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation and shall deposit
all moneys or other valuable effects in the name and to the credit
of the Corporation in such bank or banks as shall be designated
by the Board of Directors. The Treasurer shall disburse the funds
of the Corporation under direction of the Board of Directors,
taking proper receipts. The Treasurer shall render to the Board
of Directors at every regular meeting, and to the members of
the Corporation at the Annual General Meeting, a full written
accounting of all transactions on behalf of the Corporation and
of the financial position of the Corporation.
General Meetings
9.1 Any general meeting of the members of the Corporation shall
be called and held at the time, date and place set by the Board
of Directors, except that the Annual General Meeting of the
Corporation shall be held within three months of the fiscal
year end of the Corporation.
9.2 A general meeting of the Corporation shall be called by
the Board of Directors upon being presented with a written request
to do so, signed by at least ten (10) members of the Corporation.
9.3 At least ten (10) members of the Corporation must be present
at any general meeting of the Corporation to form a quorum for
the transaction of business. Decisions made at any general meeting,
except a resolution to remove a Director from office under Section
5.2, shall be by majority vote of the members present or represented
by proxy, excluding the President or the person chairing the
meeting in his or her absence.
9.4 At least one month in advance of the end of the fiscal year
of the Corporation, the Board of Directors shall appoint a Financial
Review Committee to prepare a compilation of the financial statements
of the Corporation, to be presented to members at the next Annual
General Meeting. Every five years, the Board of Directors shall
appoint instead a chartered accountant to perform an audit of
the financial statements of the Corporation.
9.5 At every Annual General Meeting, there shall be offered
a report by the President on the activities of the Board of Directors,
a report by the Treasurer on the financial position of the Corporation,
a compilation of the financial statements of the Corporation
prepared by the Financial Review Committee, or an audit of the
financial statements of the Corporation prepared by a chartered
accountant, and any other report considered desirable by the
Board of Directors.
9.6 At every Annual General Meeting, there shall be an election
for vacant positions on the Board of Directors, including those
positions which are expiring as of the date of that meeting.
9.7 Notice of an annual or other general meeting of the Corporation
shall be reasonably publicized in the neighbourhood at least
ten days prior to the date of the meeting, stating the date,
time, location and purpose of the meeting. No error or omission
in giving such notice shall invalidate the meeting, or any decision
or action taken at such meeting, provided that a quorum of members
is present.
9.8 Except for amendment of the By-laws of the Corporation referred
to in Section 16, members of the Corporation may consider and
transact any business of the Corporation at any general meeting
without notice of the business having been given.
9.9 Any general meeting may be adjourned to any time, and from
time to time; and such business may be transacted as was on the
agenda of the original meeting from which such adjournment took
place. No notice shall be required of any such adjournment. Such
adjournment may be made notwithstanding that no quorum is present.
9.10 Subject to Section 9.11, general meetings of the Corporation
are open to the public. Only members of the Corporation may vote
on any matter at a general meeting.
9.11 Portions of a general meeting may be held in camera provided
that is authorized by majority vote of the members present or
represented by proxy. In camera sessions of general meetings
should be limited to circumstances where there will be discussions
or decisions concerning a matter of potential or pending litigation,
a matter which involves the right to privacy of an individual,
or negotiations leading to an entry into contract.
Election Of Directors
10.1 Members of the Board of Directors shall be elected at
an Annual General Meeting of the Corporation, by those members
of the Corporation present at the meeting, or represented by
proxy, from a slate of candidates prepared by the Nominating
Committee, or by nomination as a candidate, with a seconder,
from the floor.
10.2 Where possible, two members of the Board of Directors shall
be from each of the five areas listed below and illustrated on
the attached map:
.1 Riverside Park East,
.2 Riverside Park West,
.3 Riverside Park Southeast,
.4 Riverside Park Southwest, and
.5 Revelstoke.
10.3 Subject to Section 10.4, those candidates receiving the
largest number of votes shall be considered elected to the Board
of Directors.
10.4 Where a vacant position on the Board exists with respect
to any area set forth in Section 10.2, any candidate from that
area shall take priority with respect to filling the position
and shall be acclaimed to such position regardless of the number
of votes received, provided that if there are more candidates
from an area than positions available for representing that area,
the number of votes of such area candidates shall be determinative
in filling the position.
10.5 Each Director shall be elected for a period of two years,
commencing on the date of the Annual General Meeting at which
he or she was elected, and terminating at the conclusion of the
Annual General Meeting two years later.
10.6 Any Director is eligible for re-election in subsequent
years, provided that he or she is a member of the Corporation.
10.7 Where possible, five of the ten Directors shall have their
term end at each Annual General Meeting.
Nominating Committee
11.1 A Nominating Committee shall be appointed by the Board
of Directors from among members of the Corporation, at least
one month in advance of the Annual General Meeting of the Corporation,
to organize a list of candidates for vacant positions on the
Board of Directors, or those whose terms will end at the meeting.
The Nominating Committee shall be chaired by a member of the
Corporation appointed by the Board.
11.2 The Nominating Committee shall present its list of candidates
at the Annual General Meeting. Only those who have consented
to their nomination shall be recorded on the list. The list shall
not include the name of any member of the Nominating Committee.
11.3 At the Annual General Meeting, the election for members
of the Board of Directors shall be presided over by the person
who has chaired the Nominating Committee or, if that person is
not available, by a substitute member of the Committee appointed
by the Board of Directors.
Books and Records
12. The Board of Directors is responsible for ensuring that
all necessary books and records of the Corporation, required
by its by-laws or by any applicable statute, are regularly
and properly kept.
Expenditures
13. An accounting of all expenditures made in the name of the
Corporation shall be presented to the Board of Directors for
approval. Board members shall satisfy themselves that the expenditures
have been properly made.
Fiscal Year
14. The fiscal year of the Corporation shall be from August
1 in each year to July 31 of the following year.
Execution of Documents
15.1 All by-laws of the Corporation shall be signed by the
President and Secretary, or any two members of the Board of
Directors so authorized by the Board.
15.2 Except as outlined in Section 15.4, all contracts, including
deeds, transfers and licences, which have been authorized by
the Board of Directors may be signed on behalf of the Corporation
by the President or Vice-President and Secretary, or any two
members of the Board of Directors so authorized by the Board.
15.3 Except as outlined in Section 15.4, all cheques, bills
of exchange or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation,
shall be signed by the Treasurer and countersigned by the President,
or in their absence by any two (2) Directors with signing authority.
15.4 Where a committee has been given an appropriation of funds
by the Board of Directors as described in Section 6, any expenditure
or commitment within that appropriation must be signed by at
least two members of the committee, one of whom must be the member
of the Board of Directors who is a member of that committee.
15.5 Membership cards, or other certificates of membership in
the Corporation, shall be signed by the Chairperson of the Membership
Committee, or any other person or persons authorized by the Board
of Directors.
Amendment of By-laws
16. Any by-law of the Corporation may be amended at any general
meeting of the Corporation provided that the amendment is proposed
in writing by the Board of Directors, or is proposed by a member
of the Corporation and given in writing to the Secretary, and
provided that notice of the proposed amendment, and at least
a general summary of the amendment, have been reasonably publicized
in the area at least ten days in advance of the general meeting.
Dissolution of the Corporation
17. Upon dissolution of the Corporation, and after the payment
of all debts and liabilities, the remaining property of the
Corporation shall be distributed to charitable organizations
whose objects are beneficial to the area described in Section
3.
Accepted by the Board of Directors on the 2nd day of October,
2002.
Passed by the membership of the Corporation on the 23rd day
of October, 2002.
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