CONSTITUTION
1. The Sydenham District Association (SDA) is incorporated under Ontario law.
2. a) The purposes of SDA are:
i) to maintain and enhance the spirit and character of Sydenham District and
ii) to further the interests of the community of Sydenham District.
b) The purposes of the society shall be pursued on an exclusively charitable basis without the purpose of gain for its members, and any profit or accretions to the society shall be used to promote its purposes.
3. SDA shall adhere to all applicable federal, provincial and municipal law.
4. SDA shall have a Board of Directors of twelve elected and two ex officio members. The By-Laws shall prescribe the method of election of Directors and Officers of the Board, and the duties of the same.
5. Proposals for amendment of the constitution may be initiated by any member of SDA or by the Board of Directors. A member initiating a proposal for amendment must provide the Board of Directors with a written copy of the amendment, signed by the member moving the amendment and supported by the signature of at least two seconders who are also members of SDA. Before the Board forwards any proposed amendment to the membership for consideration, the Executive shall first confirm to the best of their ability that the proposed amendment is consistent with The Corporations Act of Ontario, or other applicable law. The proposed amendment shall then be laid before the Board at either a regular or special meeting for consideration. The amendment, with the recommendation of the Board, shall then be distributed in writing to all paid up members at least ten (10) days before a general or special meeting at which it is to be considered. Amendments shall be adopted by a two-thirds vote of all votes cast.
Recommended by resolution of the board of 8 November and approved by the membership at the annual meeting, December 1, 2004.
DISCUSSION
This statement of fact serves to remind all who read the constitution and who are responsible for its governance that all actions, individual and institutional, are ultimately answerable to law.
As the constitution is the foundation governance document for the conduct of the affairs of SDA, it is useful to have the statement of purpose clearly stated within it.
This may be a "motherhood" statement, but it serves two purposes. First, it is a categorical statement of what shall be done. Second, it serves as a reminder to all who read this document that there is a wide body of law, part of the "external landscape," that governs the actions of the association.
The Corporations Act Section 285(1) says, "A corporation may by special resolution increase or decrease the number of its directors." The size of the Board of Directors is included in the constitution because it is one issue on which, while the Board may pass its own by-law, the Corporations Act (Section 70) requires that it be ratified at a general meeting, called for that purpose, by at least two-thirds of the votes cast. The same majority is required for amending the constitution.
SDA BY-LAWS
Adopted by the Board, 8 November 2004, presented to the members at the annual meeting, 1 December 2004, and approved at that meeting.Amended by addition of para 13(e) at the 2005 AGM. By-laws 4, 16, 17 and 20 were amended at the 2007 AGM.
BY-LAWS
1. Members: Membership in the Sydenham District Association (SDA) is open to anyone and everyone who agrees to support SDA’s purposes, and to uphold the constitution and by-laws.
2. Classes of memberships: There shall be individual memberships, open to individuals, and there shall be family/household memberships open to two or more people living at the same address.
3. Members’ Benefits: a) All individuals and families/households whose memberships are current on the date that notice is given of an annual meeting, a meeting called by the Board of Directors or a meeting requisitioned by members, are eligible to vote at such meeting.
b) Each current individual membership is entitled to a single vote at members’ meetings.
c) Each current household/family membership is entitled to two votes at members’ meetings.
d) Every individual member and each family/household membership shall receive one copy of SDA’s newsletter.
e) Other members’ benefits may be determined from time to time by the Board of Directors. Such benefits shall be reported at the annual meeting.
4. Subscriptions: Membership subscriptions shall be payable for a calendar year. The SDA Board shall recommend, as necessary, the amount for individual and family/household memberships to the annual meeting for approval.Subscriptions become due on January 1 of each year and have to be paid for a membership to be current.
5. Termination of Membership: The Board of Directors, by simple majority, may for cause, terminate the membership of any individual.
6. Meetings: a) Business may be transacted, subject to proper notice being given, at annual meetings, general meetings called at the direction of the Board of Directors, or meetings requisitioned by members.
b) The quorum at any of these meetings shall be ten members.
7. Annual Meeting: a) The annual meeting of SDA shall normally be held in March. The annual meeting shall be held not more than fifteen months after the holding of the last preceding annual meeting. The Chair of the meeting may allow any person who meets the requirements for membership to join the SDA at or before the meeting and to participate in the meeting as a member in good standing.
b)The business transacted at the annual meeting shall include, but not be limited to, the following:
election of members of the Board of Directors
a report from the Chair of SDA including but not limited to:
highlights of the past year
plans for future activities
such other items as the Chair deems important or of interest to the members
a report from the Treasurer including but not limited to:
an annual financial report
the auditor’s/examiner’s/reviewer’s report which shall be read
a budget submitted for approval
appointment of an auditor
such other items as the Treasurer deems to be of interest or importance to the members
8. Other Members’ Meetings: a) The Directors may at any time call a general meeting of the members for the transaction of any business, the general nature of which is specified in the notice calling the meeting.
b) Not less than one tenth of the members may request the Directors to call a meeting. The requisition for such a meeting shall state the general nature of the business to be conducted.
9. Notice of Meetings: a) Written notice of a meeting at which members may be expected to transact business shall be given in writing at least ten (10) days before the date of the meeting.
b) Public meetings, as distinct from members’ meetings, for the purpose of providing information to the public, discussing an issue of current interest or for other benefit of the community, may, if necessary, be called on shorter notice. If less than ten (10) days notice is given, binding business decisions may not be made, nor may any business be transacted.
10. Conduct of Meetings: All meetings of members, the Board of Directors, and committees shall be conducted in accordance with Robert’s Rules of Order.
11. Minutes: Minutes shall be kept of all members’ meetings.
12. Voting at Meetings: a) Voting at meetings shall normally be by show of hands unless these by-laws otherwise make provision for a vote by ballot.
b) If a member requests that a poll be taken, members shall be called to vote as their attendance at the meeting has been recorded.
c) "Every member entitled to vote at a meeting of members may by means of a proxy appoint a person who need not be a member, as the member’s nominee to attend and act at the meeting in the manner and to the extent and with the power conferred by the proxy." Such proxy shall be executed in writing and shall be lodged with the Chair, the Secretary or the Membership Secretary not less than twenty-four hours, excluding Saturdays and holidays, before the date of the meeting.
d) Only those members whose membership is current on the date that notice of a meeting is given are entitled to vote at that meeting.
13. Composition of the Board of Directors: a) The Board of Directors shall be composed of twelve Directors elected in the manner described below, and two ex officio voting members.
b) At least six of the elected Directors shall be elected each year at the annual meeting.
c) The immediate Past Chair of the Board shall be an ex officio voting member of the Board of Directors.
d) The Queen’s University Alma Mater Society shall be asked to appoint one of their members to be an ex officio voting member of the Board.
e) In the event that an ex officio position is vacated, an additional board member may be elected.
14. Nomination of Members of the Board of Directors: The Nominating Committee (described below) shall present to the annual meeting its recommendations for nomination for members of the Board of Directors.
15. Rotation of Directors: The Chair of the Nominating Committee shall ensure, by nominating one or more candidates for a term of one year only if necessary, that the balance of six directors retiring each year is maintained. (Retiring directors may be eligible for reelection.) The ideal rotation is that each year two directors will be elected for a first term, two for a second term, and two for a third and final term, each term being for two years.
16. Qualifications of Directors: a) All members of the Board of Directors shall be members of SDA and shall also live in the Sydenham District.
b) No undischarged bankrupt shall be a Director, and, if a Director becomes a bankrupt, he or she thereupon ceases to be a Director.
c) All Directors shall be eighteen years or more of age.
d) No member of the Board of Directors shall hold elected office at any level of government.
e) No person whose name has been removed from the Board of Directors by a general meeting of the members, or who has vacated their membership on the Board of Directors by reason of absenteeism, shall again be nominated for election to the Board of Directors until a time equal to the unexpired portion of their original term of office plus one full calendar year has elapsed.
17. Nominations from Members: Members of the Association in good standing as of October 31 of that year may nominate any qualified member who is also in good standing as of the same date for election to the Board of Directors. Such nominations must be provided in writing to the Chair of SDA, the Secretary or the Membership Secretary not less than two days before the date of the annual meeting. Written nominations must be signed by three other members in good standing as of October 31 that year.
18. Conduct of the Election: Members of the Board of Directors may be elected by simple majority on a resolution to adopt the report of the nominating committee. If additional nominations have been received from the general membership, the election of Directors shall be conducted by secret ballot.
19. Term of Directors: Members of the Board of Directors shall be elected for a term of two years. Directors may be elected for a second and third consecutive term of two years. In the event that an individual was appointed and subsequently elected to filled a vacancy on the board, such individual, once elected by an annual meeting, shall not serve as an elected Director for more than seven consecutive years.
20. Officers of the Board: a) After the SDA annual meeting at which the Directors are elected, the Board of Directors shall at its next meeting, from amongst itself, elect the following Officers of the Board who shall form the Executive of SDA:
Chair
Vice Chair and Constitutional Secretary
Recording Secretary
Treasurer
Membership Secretary
b) Additionally, the Board shall also elect :
Tree Fund Committee Chair
Editor of The Village Pump
and such other officers as are deemed necessary.
21. Absenteeism: Any Director who misses three consecutive meetings without due cause shall be asked to resign.
22. Removal From Office: The Board of Directors by simple majority may for cause (other than absenteeism) suspend from office any Director or officer. Within seven days following such suspension, the Board shall give notice for a general meeting of the members to consider a resolution to terminate the office of that Director or officer. The resolution shall be passed by at least two-thirds of the votes cast. That same meeting may, by a majority of votes cast, elect any person in his/her stead for the remainder of the Director’s term.
23. Vacancy on the Board: The Board of Directors may fill by appointment any vacancy on the Board. At the next annual meeting, such vacancy shall be filled by election for a special term of one year or a normal two-year term, as best suits the need for the rotation of Directors. Anyone so elected shall not serve in an elected capacity for more than seven consecutive years.
24. Minutes: Minutes shall be kept of all business meetings of the Board.
25. Quorum: The quorum for a meeting of the Board shall be six (6) Directors.
26. Duties of the Chair of the Board of Directors:
The Chair:
shall chair all meetings of members and of the Board
shall represent SDA in the community and at all levels of government
shall ensure adherence to all relevant legislation and ethics guidelines
shall ensure that all reports required by higher levels of government are completed
may enter into contracts on behalf of SDA. In exceptional circumstances, if budgetary provision has not been made, such contract shall be submitted to the Board for approval at its next regular meeting
shall be a signing officer for SDA
shall be an ex officio member of all committees of the board
27. Duties of the Vice Chair: The Vice Chair:
shall act of behalf of the Chair in his/her absence
shall assist the Chair in the execution of duties and tasks as appropriate
shall be a signing officer for SDA
28. Duties of the Secretary: The Secretary:
shall keep minutes of all meeting of members, the Board of Directors, and the Executive Committee as required by the Corporations Act Section 299
shall ensure the safe keeping of all documents as required by the Corporations Act Sections 300 and 304 (excepting only those records that are described in Section 302), and ensure their availability for public inspection as required by the Corporations Act Section 305.
shall circulate notice of meetings, agenda, and necessary reports for those meetings as required by law and these by-laws
shall keep the constitution, and by-laws current with legislation and recommend amendment as necessary to the Board of Directors and to the membership of SDA
shall receive and prepare all correspondence on behalf of the Board of Directors.
29. Duties of the Treasurer: The Treasurer:
shall be responsible for all financial matters relating to SDA
shall ensure that all records described in the Corporations Act Section 302 are available for inspection as required by Section 304 of that act
shall be a signing officer for SDA
shall present the annual budget to the Board of Directors
shall monitor expenditures as authorized by the budget
shall present a financial report to the annual meeting
30. Duties of the Membership Secretary: The Membership Secretary:
shall maintain the list of current members
shall set up and supervise neighbourhood liaison, phone and delivery groups
shall run membership drives
shall work with other Directors as necessary on other duties relating to membership
31. Nominating Committee: a) Not later than October of each year, the Board shall appoint a Nominating Committee. The Chair of the Committee shall normally be the past Chair of SDA or a Director (but not an officer of the board), not up for reelection in that year; or any member or officer of the board who will be retiring from the Board. Under no circumstances shall the nominating chair be eligible for nomination to the Board as a Director at the annual meeting when the nominating report is submitted. The Board of Directors may appoint such other members of SDA to the nominating committee as it deems necessary to assist with recruitment. However, such members shall not be eligible for nomination.
b) The chair of the nominating committee shall report to the annual meeting recommending at least six people for election to the Board of Directors. Of those six, not more than four current members of the Board, whose term is expiring, shall be nominated for re-election.
32. Amendment of the By-laws: a) The Board of Directors may make and amend the by-laws at any meeting, subject to the limitations of the Corporations Act. Such by-laws or amendments shall only have force until the next annual meeting when they shall be submitted for confirmation. Written notice of confirmation of a by-law or amendment, and the text of same, shall be included with the required written notice of the meeting.
b) "The members may at the general meeting [called for the purpose of considering amendments laid before it] or annual meeting confirm, reject, amend or otherwise deal with any by-law passed by the Directors and submitted to the meeting for confirmation, but no act done or right acquired under any such by-law is prejudicially affected by any such rejection, amendment, or other dealing."
c) Except as otherwise provided for in the Corporations Act, any by-law or amendment submitted by the Board of Directors for confirmation at a meeting shall require a simple majority of votes cast for approval.
d) Members may propose amendments to the by-laws in writing. Such amendments will be considered at an annual meeting only if they have been received in such time that notice to amend the by-laws may be included with the written notice of meeting. Except as may be otherwise required by the Corporations Act such amendment shall require a simple majority of votes cast for approval.
33. Fiscal Year: The fiscal year of SDA shall run from 1 January to 31 December.
34. Winding Up: On the winding up or dissolution of SDA, funds or assets remaining after all debts have been paid shall be transferred to a charitable organization with purposes similar to those of SDA.
DISCUSSION
Corporations Act, Section124
Corporations Act Section 120
Corporations Act, Section 125
Corporations Act Section 129(1)(b)
Having memberships due at the first of the year ensures that members are eligible to vote at any SDA meeting during the year when a vote is held, including the AGM.
[By-law 4 amended at the 2007 AGM]
Corporations Act Section 129(1)(d)
Corporations Act Sections:
93 [notice of meetings],
293 [annual meetings],
294 [Directors may call general meeting],
295 [members requisition a meeting],
129(1) [by-law to establish quorum].
Current practice seems to favour the meeting being held in December. The Corporations Act Section 293 requires that meeting be not more than fifteen months apart.
The reading of the auditor’s report is required by the Corporations Act (Section 97(3). Note that Section 133 which directs which sections of the act of Part II (Companies) that apply to Part III corporations (Corporations without Share Capital) provides that section 97 (1) (a), (c) and (d), and (3) shall apply. Section 97(1)(d) requires that the [Directors] "shall lay before each annual meeting of [members]" "such further information respecting the financial position of the company as the letters patent, supplementary letters patent or the by-laws of the company require."
Corporations Act Section 294
Corporations Act Section 295
Corporations Act Section 93(2)
Corporations Act Section 93(3)
Corporations Act Section 84 is quoted directly. Section 129(1)(h) allows for by-laws to be made respecting the requirement as to proxies. The requirement made here closely follows Section 84(5). Pursuant to Section 133, Section 84 applies to corporations without share capital.
Corporations Act Section 93(1)(b) "No [member] in arrear of any call is entitled to vote at a meeting."
[Paragraph 13(e) added at the 2005 AGM.]
Corporations Act Section 287(5)
Corporations Act Section 291(1) allows that the by-laws may make such provision.
It is highly desirable that Directors be residents of the District. In practice, when a Director has moved out of the District, he/she has stood down.
[Paragraph 16(a) amended at the 2007 AGM]
Corporations Act Section 286(5)
Corporations Act Section 286(4)
The reason for requiring nominations from members to be submitted in advance, and for not allowing nominations from the floor, is to ensure that the necessary arrangements for a vote by ballot can be made.
It is reasonable that nominators must be members in good standing. As the date of the AGM is not fixed, it is desirable to have a fixed date by which both the nominee and the nominator are in good standing.
[By-law 17 amended at the 2007 AGM.]
Corporations Act Section 287. Elections shall be by ballot unless the by-laws may make other provision.
The intent of limiting the number of consecutive years an individual may serve is to ensure that new directors are always being recruited. It is hoped that with a known limit, it may also be easier to recruit people than if the period of service was indefinite.
Splitting of the Secretary position into Recording Secretary and Constitutional Secretary and combining the latter with the Vice-Chair is done in order to spread work and responsibilities more evenly.
[Paragraph 20(a) amended at the 2007 AGM.]
Corporations Act Section 67. This section applies to corporations without share capital pursuant to section 133.
The Corporations Act Section 288(2) says, "As long as there is a quorum of directors in office, any vacancy occurring in the board of directors may be filled for the remainder of the term by the directors then in office." As half of the Directors are elected at each annual meeting, the vacancy may be filled only until the next annual meeting.
Corporations Act Section 288(1)
Corporations Act Section 289(2) requires that a secretary be named.
Corporations Act Section 129(3)
Corporations Act Section 132
[Paragraph 13(e) added at the 2005 AGM.]
[By-law 4 amended at the 2007 AGM.]
[Paragraph 16(a) amended at the 2007 AGM.]
[By-law 17 amended at the 2007 AGM.]
[Paragraph 20(a) amended at the 2007 AGM.]
[Bylaw 7 amended at 2016 AGM]