Article 1 NAME
The name of the Association is “Champlain Park and Vicinity Residents’ Association”, hereinafter referred to as “the Association”.
Article 2 OBJECTIVES
The objectives of the Association are to foster a sense of neighbourliness in the community, to encourage member participation, to promote the interests of its members to provincial and local governments, and to organise activities that will lead to the realisation of these objectives.
Article 3 TERRITORY
The territory served by the Association is that part of the City of Gatineau situated within the area outlined on the attached map (Appendix 1).
When a majority of Board members agree to invite residents of an adjacent area to become part of the Association, the initiative must be proposed to, and approved by, the members of the Association at the Annual General Meeting. If a two-thirds majority agree with the invitation, the Board will write a letter to homes of the adjacent area inviting them to pay the dues to become members of the Association.
Article 4 MEMBERS
There are two types of members: ordinary and associate.
Ordinary members are those residents, and their spouses, who have paid the annual dues set under the present By-laws, and who own or reside on a property within the area shown on the Champlain Park and Vicinity map (Appendix 1).
Associate members can be any person and their spouse, who do not reside in property on this territory, who have been sponsored by a member, who have been accepted by the Board, and who have paid the annual dues set under the present By-Laws. Associate members enjoy all the privileges of ordinary members except that they may neither hold an administrative position in the Association nor vote at a general or other meeting of the members.
Article 5 MEMBERSHIP RECORDS
Accurate membership records shall be kept by the Secretary of the Association who may delegate this duty to another Officer of the Association approved by the Board of Directors.
Membership Records shall include at least the name, address, membership number and membership expiration date of each member. Other membership data, such as telephone number or e-mail address, may also be included if provided by the member.
Membership Records are private and only Officers and Directors of the Association shall be permitted to have access to them.
The Board of Directors may nevertheless authorise ordinary members to have temporary access to such membership records, but only to the extent necessary to further a particular objective or activity of the Association. Any unauthorised use of membership records is prohibited.
Article 6 GENERAL MEETINGS
An Annual General Meeting shall be held no more than 120 days after the end of the fiscal year (see Article #22).
A Special General Meeting shall be called by the Board of Directors upon a written request to this effect to the Secretary by at least twenty-five members in good standing of the Association.
Annual or Special General Meetings shall be held at a time, date and place set by the Board of Directors, subject to a written notice of same being given to members at least seven days beforehand at their last known address and public notice thereof being posted at a convenient place in the territory.
In the absence of a quorum at a General Meeting, a second meeting will be called in the above-described manner and the members present at this second Meeting will constitute a quorum.
Article 7 AGENDA
The agenda of the Annual General Meeting shall at least contain the following items:
a) the tabling and approval of the minutes of any preceding General Meeting which have not as yet been approved;
b) the presentation of the report of the directors;
c) the approval of the financial statement for the preceding year;
d) the election of members of the Board of Directors; and
e) a question period.
The agenda may also contain any other items deemed appropriate by the President, or by at least three directors or by at least ten other ordinary members. Other subjects may also be proposed by a member from the floor at such General Meeting with approval of the chair.
Article 8 ANNUAL DUES
Membership dues are established and revised, as deemed necessary at the Annual General Meeting.
Article 9 VOTE
Each ordinary member will receive a membership card upon payment of annual dues that confers the right upon the member, and spouse, to vote at Annual or Special, or other General Meetings and to be eligible for membership on the Board of Directors.
A vote by proxy is prohibited.
At General Meetings, all decisions will be based on a simple majority vote of the voting members present, except for decisions to amend these By-Laws or to dissolve the Association.
Article 10 BOARD OF DIRECTORS
The Board of Directors of the Association is composed of members elected at the Annual General Meeting in addition to the immediate past-president if the latter so desires.
This Board of Directors manages and directs the affairs of the Association and, more particularly, without limiting the generality of the foregoing, carries out the duties set out in these By-Laws.
The Board of Directors may also form and mandate special purpose committees.
Article 11 DIRECTORS
The Board of Directors is made up of at least 7 and at most 15 members, as set by resolution from time to time.
All members of the Board of Directors are elected for a one-year term by a simple majority of the ordinary voting members, in good standing, present at an Annual General Meeting. Members of the previous Board of Directors are eligible for re-election.
Only those ordinary members who are not members of the City Council, or who are not employees of the City of Gatineau, are eligible for election as Directors.
The directors are not remunerated; only duly proven expenses made for the benefit of the Association can be reimbursed.
Article 12 NOMINATIONS FOR AND ELECTION TO THE BOARD OF DIRECTORS
- Nominations Committee
In the course of the month preceding the date set for the Annual General Meeting, a Nominations Committee is established by the Board of Directors to prepare a list of at most sixteen members willing to be chosen for the next Board of Directors. The name of the Outgoing President, if he or she so wishes, is added to this list.
The Nominations Committee is composed of at least three ordinary members in good standing of the Association, including the present President and a former President, if available.
B. Other nominations
Any member of the Association may nominate a willing member of the Association to be elected to the Board of Directors.
Such nomination may me made in writing and addressed to any Director of the Association, or be made from the floor at the Annual General Meeting.
Such nominations shall be added to the list of nominations made by the Nominations Committee.
C. Election of Members of the Board of Directors
This list is submitted to the Annual General Meeting for the approval of members by acclamation or by written ballot in the event nominations other than those made by the Nominations Committee are duly made.
Article 13 MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors sets its own rules of procedure and will meet at regular intervals at least once every two months at a time and place established by the President. Special meetings may be called by the President upon a written request to the Secretary by three directors.
In the interest of keeping Board-of-Directors proceedings as transparent as possible, any Member of the Association may, upon request, attend but not to take part in a meeting of the Board of Directors. Such request must be made to any Officer of the Association at least 3 days prior to a regularly scheduled meeting.
On request, or on its own initiative, the Board of Directors may invite any member of the Association to one of its meetings where issues of interest to that member are to be discussed.
Article 14 VACANCIES
In the case of a vacancy occurring on the Board of Directors during its term, the remaining members shall have the power to choose a duly qualified replacement from among the ordinary members in good standing of the Association.
A vacancy on the Board of Directors occurs by reason of
a) death or prolonged illness,
c) dismissal, or
d) unmotivated absence of a director from three consecutive meetings of the Board of Directors.
Article 15 Officers of the Association
The officers shall be the President, the First and Second Vice-Presidents, the Secretary, and the Treasurer
At a closed meeting immediately following the Annual General Meeting, the newly elected Board of Directors elects from its own membership the President of the Association. The newly elected President is then introduced to those present at the General Annual Meeting.
At the first regularly scheduled meeting following its election, the Board of Directors elects from its own membership the remaining officers of the Association.
The officers exercise the powers granted to them from time to time by the Board of Directors and report on their activities, if any, at each regularly scheduled meeting of the Board.
The outgoing officers continue to exercise the functions of their offices until they have been replaced or re-elected.
Article 16 PRESIDENT
The President, as the Chief Administrator of the Association, performs the normal duties and responsibilities of the position and carries out other duties delegated by the Board of Directors.
The President presides at the Annual General Meeting.
The President convenes and presides at meetings of the Board of Directors and establishes the agendas for these meetings.
The President is an ex-officio member of all committees of the Association.
The President has a casting vote at a General Meeting to break a tie vote.
Article 17 VICE-PRESIDENTS
The First Vice-President acts as President when the President is absent or incapacitated or, if the position is vacant, until the next Annual or Special General Meeting.
Similarly, the Second Vice-President acts as President and First Vice-President if both are absent, incapacitated or if the positions are vacant.
Article 18 SECRETARY
The Secretary takes minutes of the Annual General Meeting and meetings of the Board of Directors, keeps membership records, prepares notices of meetings, and performs the other normal duties of the position.
Article 19 TREASURER
The Treasurer keeps the accounts of the Association and reports on these at each regular meeting of the Board of Directors.
The Treasurer keeps records of any financial transactions, including receipts, for a period of at least one year after the end of the fiscal year in which these transactions occurred.
The Treasurer collects the Association’s income and deposits it at the banking institution chosen by the Board of Directors.
The Treasurer signs all cheques and completes those financial transactions for which authority is delegated to him by the Board of Directors.
Prior to the Annual General Meeting, the Treasurer shall prepare a complete financial statement for the year just ended. This statement shall be examined and approved by two members of the Board of Directors or, if the Board so decides, by an outside accountant. The approved financial statement shall be presented and copies of it shall be available to members at the Annual General Meeting.
Article 20 QUORUM
At General Meetings of members, ten (10) percent of ordinary members constitute a quorum.
At meetings of the Board of Directors, a third of the then directors constitutes a quorum. At any time, a quorum must also meet a minimum of three directors.
Article 21 COUNTERSIGNING
All of the Treasurer’s banking transactions made on behalf of the Association must be counter-signed by the President or the Vice-President selected by the Board of Directors.
Article 22 FISCAL YEAR
The fiscal year of the Association ends on December 31st of each year.
Article 23 BYLAWS
Copies of the By-laws will be available to members at the Annual General Meeting or upon request.
The By-Laws of the Association may, subject to the approval of at least two-thirds of the voting members present, be deleted, replaced or modified at an Annual General Meeting of members or at a Special General Meeting called for the purpose. Members must receive notice outlining the proposed amendments at least seven days before the said general meeting.
Article 24 DISSOLUTION OF THE ASSOCIATION
The Association may, subject to the approval by unanimous vote of the voting members present, be dissolved at a Special General Meeting called for this purpose in accordance with Article 6 of these By-laws by the Board of Directors.
Article 25 Disposition of Assets
In the event the Association is dissolved, all moneys and goods belonging to the Association at the time of dissolution shall be donated to a charity or charities selected by the Board of Directors
Article 26 EFFECTIVE DATE
The members of the Association approved these revised By-Laws during a Special General Assembly on May 30th 2013.