Newcastle/Bond Head Ratepayers Association Constitution and By-laws
Article I: NAME
The name of the Association shall be “NEWCASTLE/BOND HEAD RATEPAYERS ASSOCIATION”, hereinafter referred to as the “NBHRA”.
Article II: PURPOSE
To monitor and address the various issues and events which affect the quality of life in the Defined Area of interest of the Association, as hereinafter described and to inform and educate the membership of the potential impact, positive and negative, of such issues and events.
To conduct a high quality speakers’ programme at General Meetings on subjects of specific import – or more global import – to our membership.
Article III: DEFINED AREA OF INTEREST
The area bounded on the NORTH by the 4th Concession Road; on the WEST by the Clarke/Darlington Town Line Road; on the EAST by Morgan’s Road and on the SOUTH by Lake Ontario.
Article IV: HEAD OFFICE
The Head Office shall be located in the Municipality of Clarington, Ontario, and at such a place therein as the Board of Directors may from time to time determine.
Article V: MEMBERS
Eligibility: Any individual owner of property and/or resident in the Defined Area of Interest, eighteen (18) years of age or over, is eligible for membership in NBHRA. All members of a household eighteen (18) years of age and over are automatically members after payment of the household fee.
- Voting: One vote per individual member and one vote per corporate member. A Corporate Member is defined as the owner or operator of a business located in the Defined Area of Interest. The person casting a vote on behalf of a corporate member must be identified in writing.
- Term: Membership shall be on an annual basis, with renewal at the start of each fiscal year, such year as defined in Article XI.
Article VI: MEMBERSHIP DUES
An annual membership fee, as established from time to time, by the Board of Directors, shall be payable by each household/business within thirty (30) days of the end of each fiscal year.
Article VII: DIRECTORS
- The NBHRA shall be managed by a Board of Directors. All Directors must be members of NBHRA.
- The Board of Directors shall be comprised of not less than five (5) and not more than ten (10) Directors, including five (5) Officers, namely the immediate Past President, President, Vice-President, Secretary and Treasurer.
- In the case of a tie vote at a meeting of the Board of Directors, the motion shall be lost.
- Each Director shall be elected to hold office for two (2) years.
- The election of Directors shall be held at the Annual General Meeting.
- A simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board.
- Should a vacancy occur on the Board of Directors, the remaining Directors may appoint a NBHRA member to fill the vacancy until the next Annual General Meeting.
Article VIII: OFFICERS
- At each Annual General Meeting, the members shall elect a Board of Directors.
- The Board of Directors shall appoint from within their members the Officers as set out in Article VII2). One person may hold no more than two (2) offices at the same time.
- Immediate Past President – The Immediate Past President shall have one (1) vote.
- President – The President shall preside at all meetings of the Board of Directors. The President shall supervise the affairs of NBHRA and assume such powers and duties as approved by the members or incidental to this office. The President shall have one (1) vote.
- Vice-President – The Vice-President shall assist the President. During the President’s absence or inability to act, the duties and powers of the President shall be exercised by the Vice-President. The Vice-President shall perform such other duties as are incidental to this office.
- Secretary – The Secretary shall give notice of all meetings of the members and of the Board of Directors. The Secretary shall record the business of all meetings of the members and of the Board of Directors and shall have responsibility for the minute book. The Secretary shall maintain the necessary membership records, handle correspondence as approved and perform other duties as requested by the Board of Directors.
- Treasurer – The Treasurer shall keep a full and accurate accounting of the financial records of the NBHRA, maintain bank arrangements on behalf of NBHRA as from time to time designated by the Board of Directors, deposit all monies to the credit of NBHRA, pay all accounts approved by the Board of Directors from the bank account. The Treasurer shall render to the Board of Directors, when required, an accounting of ail transactions, and the financial statement, and shall prepare all financial records for an annual audit review.
Article IX: MEETINGS
- Annual General Meeting: The Annual General Meeting shall be held whenever possible in November or as soon thereafter of each year to:
- Receive the report of the President and the reviewed annual financial statements of NBHRA;
- Elect Directors;
- Appoint Auditors and
- Transact any other business properly brought before the meeting.
- General Meetings:
- The Board of Directors may call a General Meeting of the Members.
- At the written request from at least ten (10) Members a General Meeting may be called. The request shall state the proposed business to be addressed. Such a meeting would address only the items raised in the request.
- Number of Meetings: In each year, there shall be an Annual General Meeting and at least five (5) General Meetings.
- Notice of Meetings: Notice of Meetings shall be given by the Secretary a minimum of ten (10) days prior to the date of the meeting. Such notice shall state briefly the nature of business to be transacted. Notice may be given electronically.
- Quorum: A quorum at all Annual General and General Meetings shall be fifteen (15) Members present in person.
- At all meetings, unless otherwise provided, a majority vote of Members and proxies shall prevail.
- Each Member shall have one vote.
- In the event of a tie vote, a motion shall be deemed lost.
- Proxies: Every Member entitled to vote at meetings of members may, by means of a proxy, appoint a person who is also a Member as his/her nominee to attend and act at the meeting in the manner to the extent and with the power conferred by the proxy. The proxy shall be in writing and executed by the Member and ceases to be valid upon termination of the meeting.
- Notice of business to be brought before a meeting: When a Member wishes to bring business before a meeting, a request shall be made in writing to either the President or the Secretary at least ten (10) days before the meeting. When time does not permit such a written request, it will be at the discretion of the Chair of the meeting whether the matter can be brought forward at that time.
Article X: COMMITTEES
- Prior to the Annual General Meeting, the Board shall appoint a Nomination Committee consisting of three (3) Members to receive nominations to the Board of Directors up to fifteen (15) days prior to the Annual General Meeting. The Nominating Committee shall notify the Board of Directors of the persons so nominated.
- The Board of Directors may appoint from the membership other committees as may be necessary for the furtherance of the objects of the NBHRA. Such committees shall be vested with such powers and authorities as may be approved by the Board of Directors.
- There shall be at least one (1) Director on each committee.
- All committees shall be dissolved at the termination of each Annual General Meeting. They may be re-established by the newly installed Board of Directors.
Article XI: FISCAL YEAR
The Fiscal Year of the NBHRA shall terminate on such day in each year as the Board of Directors may from time to time by resolution determine. Unless otherwise determined, The Fiscal Year shall terminate on December 31 in each year.
Article XII: BANKING ARRANGEMENTS
The Board of Directors shall designate by resolution the Officers or other Members authorized to transact banking business of the NBHRA with the bank or trust company, designated by the Board of Directors, to have authority set out in the resolution to:
- Operate the NBHRA accounts
- Issue receipts
Article XIII: BOOKS AND RECORDS
The Board of Directors shall see that all necessary books and records of the NBHRA required by these by-laws, or any applicable statute, are regularly kept. An annual audit review of the financial statements shall be conducted.
Article XIV: INSTRUMENTS
Contracts, documents and other instruments in writing requiring execution by the NBHRA shall be signed by the President and by the Secretary or such other person designated by the Board of Directors.
Article XV: AMENDMENTS
- Any amendment to the Constitution and By-laws of the NBHRA shall be ratified by a two-thirds majority vote of Members present or by proxy at the Annual General Meeting.
- Notice of motion to amend the Constitution and By-laws must be made to the Members fifteen (15) days prior to the Annual General Meeting.
Article XVI: CONDUCT OF DIRECTORS
Each Director shall act in good faith when speaking or acting on behalf of the Association.
Article XVII: INTERPRETATION
The Singular includes the plural and vice-versa, and the Masculine includes the feminine and vice-versa, unless inconsistent with the context or circumstances.
Article XVIII: DISSOLUTION
In the event of dissolution of the NBHRA, the Board of Directors shall direct that all funds, net of then liabilities, be donated to a registered charity.
This Constitution and By-Laws supersedes and cancels all previous Constitutions and By-Laws, their provisions and any and all amendments thereto.