A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF YORK MILLS NEIGHBOURS ASSOCIATION INC.
1. The Association’s affairs and By-Laws are governed by the Ontario Business Associations Act (Act)
2. The directors may from time to time by resolution fix the location of the registered office of the Association within the municipality of Ontario as specified in its Articles.
3. The Association may have a corporate seal as may be adopted by resolution of the directors.
4. The Corporate Structure of the Association will include the following groups:
Board of Directors, the slate of candidates elected by the annual meeting of the members
Executive Committee, the appointed positions, agreed by the Board of Directors
Board of Directors
5. Management of the business and activities of the Association shall be vested in the Board of Directors
Members of the Board of Directors must be qualified paid-up members in good standing of the Association and shall be elected yearly by paid-up members of the Association at each Annual General Meeting or until their successors have been duly elected.
The election may be by a show of hands unless a ballot be demanded by any member.
The initial number of directors of the Association shall be set at a number no greater than eleven (11). The minimum number of directors will be set at seven (7).
Directors may serve for a maximum of three (3) consecutive one-year terms, or if there are no new candidates they may serve for additional one year terms
6. The Executive Committee will be comprised of six (6) members of the Board of Directors and will be elected by the Board at the first meeting of the Board following the Annual General Meeting. Members of the Executive Committee may serve for three (3) one-year terms, or if there are no new candidates they may serve for additional one year terms. The positions included in the Executive Committee are:President
Immediate Past President
The responsibilities of each position are described below in section Roles of the Executive Committee of the Board.
Participation by Telephone
7. With the unanimous consent of all the directors of the Association, a meeting of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.
Votes to Govern
8. At all meetings of the board of directors, every question shall be decided by a majority of the votes cast on the question, and in case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.
9. The objects of the Association shall be to address matters related to the areas previously known as York Mills Gardens and York Mills Leslie in the City of Toronto and now jointly known as York Mills Neighbourhood Association, including:
(a) To promote and advance matters of interest to residents and municipal taxpayers of the Association;
(b) To protect the interests of residents and municipal taxpayers through joint action of members of the Association;
(c) To gather information concerning development proposals and proposed changes to the official plan and zoning by-laws affecting the Association and to take necessary action as determined by the Association;
(d) To research and review problems connected with the ownership, development, management, financing and promotion of real property, and
(e) Such other complementary purposes that are consistent with these objects.
10. The boundaries of the Association, referred to as York Mills Neighbourhood area, shall be:
(a) ON THE WEST, from the west side of Bayview Avenue, along Wilket Creek Rd/ St Andrew’s Park to Legacy Court and including the houses on Carluke Crescent;
(b) ON THE NORTH, the south side of Highway 401;
(c) ON THE EAST, the west side of Leslie Street;
(d) ON THE SOUTH, the north side of York Mills Road as well as properties to the south fronting on Versailles Court, Daleberry Place, Oxbow Road and Bluejay Place.
Membership and Fees
11. Memberships will be governed by the following rules:
(a) Memberships shall be issued annually and shall be valid until December 31 each year. New memberships purchased in December will be valid for the following year.
(b) Only residents or residential property owners 18 years of age or older within the boundaries described in the section “Boundaries” above will be eligible for membership upon payment of the prescribed annual membership fee.
(c) Annual membership fee(s) shall be determined periodically by the Executive Committee.
(d) Each membership shall entitle the member or member unit to one vote at a duly called Annual General meeting or special meeting of the residents.
12. The first financial year of the Association shall terminate on December 31, 2019 and thereafter on the anniversary date thereof in each year, until changed by resolution of the Directors of the Association.
13. The banking business of the Association shall be transacted with such bank, trust company or other firm or Association carrying on a banking business as the directors may designate, appoint or authorize from time to time by resolution. All such banking business or any part thereof shall be transacted on the Association’s behalf by any two of the President, Vice President or Treasurer or their authorized designate/s.
14. Deeds, transfers, assignments, contracts and other instruments in writing requiring the signature of the Association may be signed by any two of the President, Vice President or Treasurer or their authorized designate/s and the corporate seal (if any) may be affixed to such instruments as may be required by any person so authorized to sign on behalf of the Association.
Roles of the Executive Committee of the Board
15. The Executive Committee of the Board of Directors shall consist of the following positions:
The President shall preside at all meetings of the Executive Committee and the Association, shall sign documents on behalf of the Association, and shall have such other powers and duties as may be assigned by the Executive Committee.
(b) VICE PRESIDENT
The Vice President shall perform all the duties of the President in the absence or upon the resignation of the President and shall also have such other powers and duties as may be assigned by the Executive Committee.
(c) RECORDING SECRETARY
The Recording Secretary shall keep minutes of all meetings of the Executive Committee and the Association, shall conduct ordinary correspondence, and shall be charged with the responsibility of giving notice of meetings to the members of the Executive Committee and the Association in accordance with this Constitution.
The Treasurer shall receive all monies, which are the property of the Association, shall deposit these in the Association’s name, shall keep an accurate record of all receipts and disbursements, shall submit the Association’s accounts for review annually or more often if required, and shall present a financial statement at the Annual General Meeting and such other times as the Executive Committee may require.
(e) MEMBERSHIP DIRECTOR
The Membership Director shall maintain a current record of the names and addresses of all members of the Association, shall issue membership certificates, if required by the Executive Committee, to those who have fulfilled the membership qualifications, and shall participate actively in the efforts to solicit new or renewed members.
(f) IMMEDIATE PAST PRESIDENT
The President for the year immediately previous to that of the current President shall be a member of the Executive Committee for one year, with the purpose of providing corporate memory, transitional continuity and advice.
The Executive Committee shall have the right to establish Subcommittees to assist it in achieving the objects of the Association.
The Executive Committee may vote to replace any existing director, fill vacancies on the Board of Directors or to increase/decrease the number of directors at any duly constituted Executive Committee Meeting.
Notice of Meetings
16. The Board of Directors shall meet within 30 days following the annual meeting of the members. The minimum quorum for the Board of Directors meeting shall be four (4) of the elected candidates.17. The Executive Committee shall meet at least quarterly at the call of the President or upon request of
any other three (3) members of the Executive Committee. Notice of such meetings shall be delivered, emailed or telephoned to each member of the Executive Committee not less than five (5) days prior to the meeting, unless waived by majority agreement. The date, time and place shall preferably be decided by a consensus. The minimum quorum for Executive Committee meetings shall be four (4), of the appointed members of the Executive Committee. Meetings shall take place in the City of Toronto in the Province of Ontario.
Indemnities to Directors
18. Every director of the Association and their heirs, executors, administrators and other legal personal representatives, shall be indemnified and saved harmless by the Association from and against,
(a) any liability and all costs, charges and expenses that is sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against an executive or director for or in respect of anything done or permitted by them in respect of the execution of the duties of the office; and
(b) all other costs, charges and expenses that they sustain or incur in respect of the affairs of the Association.
Power of Directors
19. The directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do.
Election and Term
20. Each director shall be elected to hold office until the first annual meeting after they have been elected or until their successor shall have been duly elected and qualified. The election of directors shall take place at each annual meeting of members and all the directors then in office shall retire but, if qualified, shall be eligible for re-election.
Each director is entitled to serve three (3) consecutive one (1) year terms if duly elected at an AGM or special meeting. Election of Directors to further additional one year terms can occur if there is no one else who stands for election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors or members shall have otherwise determined in accordance with the Act. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. The election may be by a show of hands unless a ballot be demanded by any member.
Removal of Directors
21. The members of the Association may by a resolution passed by at least two thirds of the votes cast at an annual or special meeting of members, of which notice specifying the intention to pass such a resolution has been given, remove any director or directors from office before the expiration of their term of office, and may by a majority of votes cast at the meeting elect any person in their stead for the remainder of their term.
22. Vacancies of the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
Vacancies of Office:
23. The office of a director shall ipso facto be vacated: (a) if they die; (b) if they are found to be of unsound mind or a mentally incompetent person; or (c) subject to the provisions of the Act if, by notice in writing to the Association, they resign their office. Any such resignation shall be effective at the time it is sent to the Association or at the time specified in the notice, whichever is later.
Remuneration of Directors:
24. The directors shall receive no remuneration for acting as such. The directors shall be entitled to be paid their traveling and other expenses properly incurred by them in connection with the affairs of the Association.
Disclosure of Interest:
25. Every director of the Association who is a party to a material contract or a proposed material contract for the Association or has a material interest in, any person who is a party to a material contract, or a proposed material contract, with the Association shall disclose the nature and extent of their interest at the time and in the manner provided by the Act.
26. The President and Vice-President who is a director shall have the power at any time to call a special meeting of the members of the Association to be held at a time and place in the City of Toronto in the Province of Ontario. Reasonable notice shall be provided to the membership in advance of the meeting.
Remuneration and Removal of Directors
27. No Directors shall receive any remuneration. All Directors, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board at any time, with or without cause.
Limitation and Liability
28. Except as otherwise provided in the Act, no director for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Association shall be deposited or for any loss occasioned by any error of judgment or oversight on their part or for any other loss, damage or misfortune which may happen in the execution of the duties of their office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and Regulations or from liability for any breach thereof.
29. All directors and executives of the Association should serve no more than three consecutive one-year terms, unless there are no new candidates in which case they may serve for additional one year terms.
30. When there is a transition of any Executive position of the Association, the following activities must occur:
(a) A transition meeting including the outgoing and incoming Executives, plus other relevant Executives must be scheduled and held
(b) A transition package for the incoming Executive that lays out all materials (electronically and hard copy) to be transferred should be prepared and the relevant materials provided
(c) Transition of signing authority of the bank account (if required).
Storage of Documents
31. All electronic documents of the Association shall managed by the Webmaster as part of the website agreement. All hard copies of documents shall be held in the possession of the President of the Association
32. The Executive Committee shall be authorized to make expenditures and investments of the funds of the Association. Cheques drawn on accounts of the Association shall bear the signature of either the President or Vice President, and shall be countersigned by the Treasurer or the latter’s authorized designate.
Annual Financial Statements
33. The Fiscal Year of the Association shall end on the 31st day of December.The annual financial statements of the Association shall be made available by the Treasurer to the board of directors no later than four (4) months after the end of each fiscal year end. An independent accountant may be designated to review the financial records and statements of the Association and report to the Executive Committee and/or to the Annual General Meeting and at such other times as the Executive Committee may require.
Annual Meetings of Members of the Association
34. Meetings of the Association shall be convened at the call of the Executive Committee or convened by the Executive Committee within 30 days of receipt of a written request of at least fifteen paid up members in good standing.
The Annual General Meeting of the Association shall take place no later than the end of the second (2nd) quarter of each calendar year.
Notice of each members’ meeting of the Association shall be given in writing or by email to all qualified members at least seven (7) days prior to the date of the meeting.
The quorum for the transaction of business at any members’ meeting of the Association shall be twenty-five (25) or 25%, whichever is less, of the paid up qualified members of the Association, either in person or represented by verifiable proxy.
If a quorum is not present at any meeting of the Association including the Annual General Meeting, those present at the meeting shall constitute a quorum for the purpose of electing a chairman and secretary of the meeting for the purpose of adjourning the meeting to a future date and time to be fixed at the meeting and, provided that seven days notice has been given of such adjourned date and time, a quorum at such adjourned meeting shall consist of those members present at the subsequent meeting. No new business or resolutions not included in the original meeting’s agenda shall be considered or presented at this adjourned meeting.
Unless otherwise specifically required by the Association’s By-Laws, any issue arising at a meeting shall be decided by a majority vote of the qualified members present or represented by proxy. The Chair of the meeting shall cast a deciding vote in the event of a “tie” vote.
Members of the Association are able to vote via proxy at the meeting of the members
The Annual General Meeting agenda shall include, but not be limited to:
a) approval of minutes from the previous Annual Meeting;
b) a report from the President;
c) a report from the Treasurer, including financial statements;
d) a report from the independent accountant;
e) if presenta report from the Membership Director;
f) election of the Board of Directors; and
g) other business as noted in the notice of the Annual General Meeting.
Amendments to the By-Laws of the Association
35. Amendments to the By-Laws may only be made by a two-thirds majority vote of qualified paid up members present at a properly constituted meeting of the Association.
Amendments may be proposed either by the Executive Committee or by fifteen (15) qualified paid up members of the Association.
Proposed amendments must be submitted in writing to the Recording Secretary.
The Executive Committee shall call a meeting of the members of the Association to present these amendments within thirty (30) days of receiving them.
A synopsis of all proposed amendments must be provided to all members of the Association with the written or emailed notice of meeting.
Complete text of all proposed amendments, together with a copy of the current By-Laws, shall be provided in advance to any member who requests these from the Secretary, as well as at the meeting called for this purpose.
Discovery of Information
36. Except as provided by the Act, no member shall be entitled to discovery of any information respecting any details of conduct of the Association’s business which in the opinion of the directors it would be inexpedient in the interests of the Association to communicate to the public.
Inspection of Records
37. The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Association or any of them shall be open to the inspection of members and no member shall have any right to inspect any document or book or register or accounting record of the Association except as conferred by statute or authorized by the Board or by a resolution of the members.
Computation of Time
38. In computing the date when notice must be given under any provisions of the articles or by-laws requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.