By laws
BY LAWS - Revised April 18, 2006
OPERATING BY-LAW
Name:
The Corporation shall be known as the Bathurst Quay Neighbourhood Association (BQNA).
Head Office:
The head office of the Corporation shall be located at Harbourfront Community Centre, 627 Queen’s Quay West, Toronto, Ontario, M5V 3G3.
Purpose:
The purpose of the Corporation shall be to assist in improving the quality of individual and community life in the Bathurst Quay Neighbourhood through the advocacy of services programs, Community issues and the maintenance of a representative democratic community organization.
Fiscal Year:
Unless otherwise ordered by the Board of Directors, the fiscal year shall terminate on the 31st day of December of each year.
Non-Discrimination:
The Corporation shall conduct its activities without discrimination because of race, ancestry, place of origin, colour, ethnic origin, citizenship, religion, sex, sexual orientation, age, marital status, family status, mental or physical disability, income or the receipt of public assistance. The Corporation may take action to ameliorate the conditions of disadvantaged individuals. The Corporation shall abide by the Human Rights Accord, 1981, s.o. 1981, c.53.
Boundaries:
Boundaries for the BQNA shall extend from Stadium Road in the west to Dan Leckie Way in the east, and from the south side of Lakeshore Boulevard to Lake Ontario.
Membership:
All residents of the Bathurst Quay Neighbourhood are eligible to be members of the BQNA by virtue of being residents of their Housing Complex. The Board of Directors may set and collect annual membership fees provided such fees do not limit participation by all members of the Neighbourhood. The fees shall be payable by each Housing Complex and not by the individual members. The Housing Complexes are identified in Attachment A to this By-law.
Meetings:
All meetings of the BQNA shall take place in the City of Toronto, Ontario, as determined by the Board of Directors.
Special meetings may be called by the Chairperson to deal with matters requiring immediate attention.
Notice of any General Meeting of the BQNA shall be given to members by delivering notices to the offices of the Housing Complexes recognized as members of the BQNA at that time, and by posting notices on bulletin boards within the Housing Complexes at least ten days prior to the date of the meeting.
A quorum for General Meetings shall be as defined in Attachment C to this By-law, depending on the number of Housing Complexes recognized as members of the BQNA at any given time.
At General Meetings the membership shall receive reports from the Board of Directors and committees; receive and review annual reports and financial statements; and vote on any resolution which may be brought forward by the Board.
A simple majority (fifty percent plus one) is necessary for the adoption of a resolution. In a General Meeting the Chair does not have a casting vote and a tie vote is a defeated resolution.
Board of Directors:
The business of the Corporation shall be under the management and direction of the Board of Directors, which may exercise all of the powers of the Corporation unless the By-law expressly requires any act to be done or decision to be made by meetings of the members.
The Board of Directors shall at all times act in accordance with the Articles of Incorporation, the By-law, agreements, policies and rules of the Corporation.
- The Board of Directors may act only by the decision of a duly constituted meeting of the Board, or of the members.
- The duties of the Board of Directors shall be to supervise and direct all aspects of the operation and management of the Corporation including, but not limited to:
Providing direction for and supervising the activities of the committees and receiving their reports,
- Meeting a minimum of six times per year and reporting to the General Membership at an Annual General Meeting,
- Securing funding and ensuring the appropriate accountability to all sources of financial support,
- Ensuring the performance of all legal and other obligations of the Corporation.
- The Board shall serve without remuneration and no person shall be a Director of the Corporation if:
- They are under eighteen years of age,
- They are an undischarged bankrupt or are a mentally incompetent person,
- Not a resident of one of the Housing Complexes of Bathurst Quay as defined in Attachment A.
Meetings of the Board:
- The Board of Directors shall meet at the call of the Chairperson or upon application to the Secretary, in writing, by three or more members of the Board of Directors.
- The meetings of the Board of Directors shall be open to all members who may also request to address the Board, but who have no voting privileges.
- The Board shall meet at least six times per year.
- The Roberts Rules of Order shall govern all meetings of the general membership and the Board of Directors.
- All meetings of the Board of Directors shall take place in the City of Toronto.
Elections of Building Representatives:
- Each Housing Complex, as defined in Attachment A, shall be entitled to appoint one Director to the Board of the BQNA. Each Housing Complex should also select one alternate representative in addition to the Director to aid in decision-making and the work of the committee. Alternate representatives are expected to attend the regular Board meetings and contribute to the discussions and committees. While the alternate representative is not eligible to vote on Board matters if the Director is present, the alternate representative is eligible to vote should that Director be absent. It is recommended that each Housing Complex select its representatives through an internal election by the residents of that complex.
- The commencement of the term of office of a Director shall be the first day of the month following their appointment by their building board. In the event that a Housing Complex fails to appoint or elect a Director, then that Housing Complex will be deemed to have opted out of the BQNA for that year. In such an event individual residents of the complex shall still be entitled to participate in BQNA activities and shall be eligible to sit on committees and sub-committees of the BQNA. However, they shall not be eligible to vote at General Meetings and shall not be eligible to serve on the Board of Directors. The BQNA shall offer to assist the residents, their board, residents’ association or a majority vote of their members.
- The term of office for a Director shall be for one year, though each Director is entitled to stand for re-election at the end of that period. The maximum period for which a Director may serve is five years, unless that person is returned by acclamation.
Officers of the Board:
-The Board shall elect or appoint a Chairperson, Vice-Chairperson, Secretary, and Treasurer annually or more often as may be required. The Chairperson and Vice-Chairperson shall be Directors, but the other officers need not be Directors. An officer may not serve in the same position for three successive years.
Chairperson:
- The Chairperson shall be a Director of the Corporation and shall convene and preside over all General Meetings of the BQNA and shall convene all meetings of the Board of Directors. The Chairperson shall be the representative of the BQNA, with the advice and consent of the Board of Directors, in dealings with all other organizations except when otherwise provided for by appointment or election.
Vice-Chairperson:
- The Vice-Chairperson shall assist the Chairperson and fulfill the Chairperson’s duties in the absence of the Chairperson.
- Treasurer:
- The Treasurer shall collect all monies of the BQNA. All receipts of the BQNA must be kept on deposit in a Credit Union, Chartered Bank or Trust Company.
Secretary:
- The Secretary shall keep the minutes of all official meetings of the BQNA. The Secretary shall also keep the Constitution and Operating By-law and shall attend to the correspondence of the office. The minutes of all meetings shall be posted for public access in the office of the BQNA.
Signing Officers:
- The Treasurer and the Chairperson, Vice Chairperson or Secretary shall be the Official Signing Officers of the Corporation. All disbursements of the BQNA must be made by cheque signed by the Treasurer and one other signing officer. Contracts shall be signed on behalf of the Corporation by two of the official signing officers or by two other Directors who have been authorized by the Board.
Small disbursements may be made by petty cash, and the amounts reconciled with the Treasurer from time to time by receipt.
Removal of Officers:
The Board, may by resolution passed by majority of the Directors, remove any officers from office. Notice of any meeting where it is intended to propose such a resolution be given to all Directors at least seven days in advance of the meeting. Such notice shall be given to the officer concerned, who shall be entitled to attend the meeting of the Board and make representations.
Standing Committees:
Standing Committees shall be struck by the Board of Directors and shall consist of volunteers from the membership and the community at large.
All committee activity will be guided by the policies of the Board.
One member of the Board of Directors shall sit on each committee and shall report back to the Board on that committee’s recommendations. Ad hoc committees may be appointed by the Board of Directors from time to time to deal with specific issues.
Voting:
A simple majority (fifty percent plus one) of those members who are present is necessary for the adoption of a resolution. In a Board Meeting, in the event of a tie vote, the Chairperson shall have the casting vote. In a General Meeting, a tie vote is a defeated resolution.
Amendments:
This By-law may be amended by the Board proposing and approving the amendment which shall then be brought to the members for ratification at the next General Members Meeting. Notice of the Amendment shall be delivered to the offices of the Housing Complexes at least ten days prior to the date of the meeting. A two-thirds majority of the voting members present at the General Meeting is required to pass the amendment to the By-law.
Quorum:
A quorum for Board meetings shall be as defined in Attachment B, depending on the number of Housing Complexes recognized as members of the BQNA at any given time.
A quorum for General Meetings shall be as defined in Attachment C, depending on the number of Housing Complexes recognized as members of the BQNA at that time.
The Property of the BQNA:
The assets including the real property shall be held in the name of the BQNA. All title deeds and other documents relating to the property shall be kept in the custody of the Board of Directors. The assets of the BQNA, including the real property, may not be released, mortgaged or sold, nor can any additional real property be purchased without the prior approval of the Board of Directors.
Dissolution:
The BQNA can only be terminated by a resolution of the Board of Directors which is subsequently ratified by a two-thirds majority vote of the general membership at a General Meeting held for the purpose of dissolution. If the BQNA is terminated all its assets, including funds, equipment, properties and endowments shall be distributed to one or more charitable organizations of Canada having similar objectives to those of the BQNA.