Hunt Club Community Association By-Laws (Constitution)
Incorporated 26 September 1985
OBJECTS OF THE CORPORATION
- to maintain and improve the residential character of the area;
- to promote the interest of the residents of the community as:
- citizens of the City of Ottawa;
- property owners; and,
- tax payers;
insofar as may be possible and desirable;
- to coordinate with civic and other bodies through its Board of Directors, community activities for the purpose of promoting good citizenship, fellowship and other like activities;
- to make representations through its Board of Directors to municipal and government officials and agencies in matters of concerns to the residents of the area, including, without limiting the generality of the above, questions and issues of development of buildings, road, transportation and recreational facilities.
BYLAW 1 – ORGANIZATIONAL
A bylaw relating generally to the transaction of the affairs of Hunt Club Community Organization (Ottawa), as amended 6 November 2017.
The head office of the Corporation shall be in the City of Ottawa, in the Province of Ontario and at such place therein as the directors may from time to time determine.
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
The area for the Corporation is that portion of the City of Ottawa designated as the Hunt Club Community in Amendment # 118 of the Official Plan of the City of Ottawa (hereinafter referred to as the “area”).
BOARD OF DIRECTORS
- The affairs of the Corporation shall be managed by a board consisting of an elected President and up to ten (10) other elected directors and the immediate past-president (if available). The president and each director at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Corporation. Election of each shall be by two thirds of the votes cast at an annual general meeting.
- Normally the President and each elected director shall serve for a period of one year commencing on the date of the annual general meeting and terminating on the date of the subsequent annual general meeting. In the case where no one is elected President because no one receives two thirds of the vote the existing President shall remain. Where fewer than 10 directors are elected, the President shall choose which of the existing directors shall remain. Any director is eligible for reelection to the Board of Directors in subsequent years as long as he is a member in good standing.
- The members of the Corporation may, by resolution passed by at least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a two thirds of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind or contract which the Corporation 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 Corporation is by its charter or otherwise authorized to exercise and do.
- The Board of Directors may, provided a member of the Board of Directors is the Chairperson thereof, create committees of the Corporation to assist in administering its affairs.
- Each Committee shall report regularly to the Board of Directors and to the members at each annual general meeting.
- Any member of the Corporation in good standing may be appointed to the Committee.
- A Committee:
- may request an appropriation of funds from the Board of Directors;
- may authorize expenditures therefrom within the limits established by the Board of Directors; and,
- shall submit accounts for expenditures so authorized to the Board of Directors, who shall satisfy themselves that the expenditures have been properly authorized and are within the appropriation.
- The President can serve as an ex officio member of all committees but will not chair any committee.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
- A majority of the directors shall form a quorum for the transaction of business.
- Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.
- Board of Directors meetings can be called by the President or by any two directors at any time.
- Notice of meetings of the Board of Directors shall be sufficiently given if communicated by telephone or in writing at least 48 hours before.
VOTING, BOARD OF DIRECTORS
- Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes the chairperson shall cast a vote. All votes at such meetings shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the chairperson that a resolution has been carried and an entry to that effect in the minutes shall be proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
- Questions may be decided at any time by a majority of all directors by an e-mail or phone vote conducted by the President. The result of such a vote is to be reported at the next meeting.
REMUNERATION OF DIRECTORS
The directors shall receive no remuneration for acting as such.
OFFICERS OF THE CORPORATION
There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as may be determined by bylaw from time to time. One person may hold more than one office except the offices of President and Vice-President. The Vice-President, Secretary, and Treasurer shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected.
DUTIES OF PRESIDENT AND VICE-PRESIDENT
The President shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors. The President shall also be charged with the general supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the board for the purpose shall sign all bylaws and membership certificates. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.
DUTIES OF SECRETARY
The Secretary shall be ex officio clerk of the Board of Directors. He shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he shall delivery up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF TREASURER
The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account 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 may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof of whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF OTHER OFFICERS
The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.
ELECTION OF BOARD OF DIRECTORS
- Normally the President and the Directors are elected at the Annual General Meeting. In the case where there is a vacancy during the year and the post is needed to be filled there can be an election at one of the usual monthly meetings. The President and the Directors are elected from a slate prepared by a nominating committee and/or from nominations made from the floor. The President will be elected separately from the other elected directors.
- The President shall be considered elected if he receives two thirds of the votes from those members attending the meeting. If no candidate for President receives two thirds of the vote then the existing President remains.
- Candidates must receive at least two thirds of the vote to be elected. If more than 10 receive at least two thirds of the vote then the 10 who receive the most are elected. Each member of the corporation present is eligible to cast a single vote for each of the candidates.
- A nominating committee, composed of the then immediate past president, if available, who shall act as chairperson of the committee and the serving president shall meet no later than one (1) month preceding the annual general meeting of the Corporation to consider nominees for election to the Board of Directors for the ensuing year.
- The result of their deliberations are to be given to the secretary for inclusion in the notice to the members of the date of the annual general meeting of the Corporation but further nominations from the members present thereat are not thereby precluded.
- If the then immediate past president is not available to serve as chairperson of the nominating committee, the Board of Directors shall appoint a resident of the area, other than a member of the present Board of Directors, to serve as chairperson of the nominating committee.
- No person shall be nominated without the member agreeing to serve. The nominating committee should endeavour to have optimal area representation amongst the nominated persons.
VACANCIES, BOARD OF DIRECTORS
- Vacancies on the Board of Directors, however caused, may, so long as the quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancies shall be filled at the next annual general meeting of the members at which the directors for the ensuing year are elected.
- Any member of the Board of Directors, whom, having been duly notified, fails to appear at any four Board of Directors or Corporation meetings over a one year period shall be considered to have submitted his resignation, effective on the date of the fourth missed meeting.
EXECUTION OF DOCUMENTS
- Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
- Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or by any person authorized by the board.
- Notwithstanding any provisions to the contrary contained in the bylaws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
The directors shall see that all necessary books and records of the Corporation required by the bylaws of the Corporation or by any applicable statute or law are regularly and properly kept.
- Membership in the Corporation is open to residents of the area, that is, both to the property owners and to tenants as well as to adult family members living with them.
- Any person eligible for membership who wishes to join the Corporation may do so by purchasing a membership.
- To be a member in good standing and to remain eligible to vote at the annual general meeting and special general meetings, a members fees must be paid up.
- Each membership in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members.
- Members who have served on the HCCO Board of Directors for ten years or longer are honorary life members.
- Membership fees are payable in advance.
- Membership fees shall be fixed annually by a majority vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting.
ANNUAL AND OTHER MEETINGS OF MEMBERS
- The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the Board of Directors may determine and on such day as the said directors shall appoint.
- At every annual meeting, in addition to any other business that may be transacted, the following items shall be addressed:
- consideration of the Presidents Report, reports by any directors and Committees as considered desirable by the Board of Directors, the financial statement and the report of the auditors;
- presentation of nominations of candidates for president and directors;
- auditors appointed for the ensuing year and the remuneration of the auditors fixed.
- The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.
- The Board of Directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the Corporation.
- The President, or in his absence, the Vice President, shall preside at the meetings of the Corporation.
- General meetings of members may be called at the request of ten members of the Corporation in good standing when given in writing to the Board of Directors.
- “Roberts Rules of Order”, as far as practical, are to be followed at meetings of the Corporation or directors.
NOTICE OF MEETING
- Notice of annual and other general meetings of the Corporation shall, in all cases, be reasonably publicized in the area at least ten (10) days prior to the date of such meetings, stating the place, time and object thereof.
- No error or ommission of giving notice of any annual or general meeting or any ajourned meeting, whether annual or general of the members of the Corporation shall invalidate such a meeting or make void any proceedings taken thereat and any member may at any time wave notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted as such an adjourned meeting as might have transacted at the original meetings 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.
QUORUM OF MEMBERS AND VOTING
- The presence of at least twenty (20) members in good standing, or of half the paid-up members, whichever is less, shall constitute a quorum at an annual general meeting and any other general meeting.
- At meetings of the Corporation all proposals are to be voted upon by the members present thereat and are to be decided by a majority vote.
AMENDMENT OF BYLAWS
The bylaws may be amended at a annual general meeting or at any other general meeting called for that purpose provided:
- that the amendment is proposed by the Board of Directors or a member of the Corporation in good standing and given in writing to the Secretary;
- that notice of an amendment to be considered and the proposed amendment have been reasonably publicized in the area at least one (1) week before the meeting;
- that such amendment is passed by a majority of the members present.
Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st day of July in each year.
- Accounts for all expenditures incurred in the name of the Corporation are to be presented for approval at each regular meeting of the Board of Directors who shall satisfy themselves that the expenditures have been properly incurred.
- All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtiness issued in the name of the Corporation, shall be signed by the Treasurer and counter signed by the President, or in their absence by any two (2) Directors in such as shall from time to time be determined by resolution of the Board of Directors.
DEPOSIT OF SECURITIES FOR SAFE KEEPING
The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.
In these bylaws and all other bylaws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number of the feminine gender as the case may be and vice versa.