Bylaw

The Bloor West Village Residents’ Association

January, 2017

 

Name

The name of the Association shall be the Bloor West Village Residents’ Association (BWVRA).

 

Status

The Bloor West Village Residents’ Association (BWVRA) is an incorporated non-profit Association.

 

Official Boundaries

The boundaries of the Association shall be from the east side of Jane Street to the west side of Quebec Avenue. Then, from the north side of Bloor Street to the south side of Annette Street within the City of Toronto.

 

Mission Statement

The mission of the BWVRA is to foster a well-balanced, livable and vibrant community, and to support and encourage the participation of all residents in helping to attain this goal.

 

Objectives

This mission will be achieved by the Association through its pursuit of the following objectives:

To engage residents, businesses and other interested members of the community in issues specific to Bloor West Village and special concerns that may affect neighbouring areas, or all of Toronto.

To provide a liaison with and seek support from all levels of government (municipal, provincial and federal) on issues that concern our community.

To promote a safe and healthy neighbourhood environment.

To promote the maintenance and enhancement of the quality of life that reflects the unique character of the local community.

To participate, through the most effective means, in the planning of new development as well as redevelopment opportunities that reflect the values of the local community.

To be proactive by keeping our community well informed and by sharing information with all residents, businesses and other interested members of the community.

To work with other residents’ associations and business improvement associations on issues of mutual interest for the betterment of our community.

 

Fiscal Year

The Fiscal Year of the Association shall begin on April 1 of each year and end on March 31 of the following year.

 

Membership

All residents who live within the boundaries as defined in Section 2 of this Bylaw (“Official Boundaries”) are eligible to be Members of the BWVRA by providing full name, street address, postal code, and email address.

Individuals who are not residents living within the boundaries as defined in Section 2 above can be Associate Members of the BWVRA. At the discretion of the Board, they may be invited to become a Member of the Association as per Schedule A of this Bylaw.

To be a Member in good standing, the Member must have paid the Membership Fee for the Fiscal Year as defined in Section 5.

All Members in good standing have the right to vote at all General or Special Meetings.

All Members in good standing have the right to stand for a position of office

The Membership Year shall be the same as the Fiscal Year.

Membership shall cease:

(i) Upon death of a Member;

(ii) If the Member resigns by written notice given to the Secretary;

(iii) If the Member no longer qualifies for Membership in accordance with the Bylaws; or

(iv) If the Membership has been terminated by a vote of at least two-thirds of the Directors.   Notice of such a vote to take place shall be served upon the Member and shall set out the grounds for the proposed termination of his or her Membership.  Prior to the vote, the Member shall be given an opportunity to meet with two members of the Executive Committee to discuss the reasons for termination.  Based on the discussion, the two members of the Executive Committee then make a recommendation to the full Board of Directors.  The Member has the right to appeal the decision to a General or Special Meeting of the Association, where a majority vote is required to sustain the decision of the Board.

 

Annual General Meeting

The Annual General Meeting shall be held once during the Fiscal Year of the Association on a day and a location fixed by the Board. Any Member, upon request, shall be provided, not less than ten (10) days before the Annual General Meeting, with a copy of the year-end financial statements or other financial information required by the Bylaw.

The business transacted at the Annual General Meeting shall include:

(i) Receipt of the Agenda;

(ii) Receipt of the Minutes of the previous Annual General Meeting and subsequent Special Meetings;

(iii) Presentation of the Financial Statements;

(iv) Election of Directors; and

(v) Any other business that may properly be brought before the meeting.

The Directors may, from time to time, call a Special Meeting of the Association.

The Directors shall call a Special Meeting of the Association if at least ten (10) per cent of the Members in good standing of the Association request that such a Meeting be called.

Notice of the Annual General Meeting or of a General or Special Meeting shall be given to the Members by the Secretary at least ten (10) days before the date of the meeting.

Any notice (which term includes any communication or document) required to be given under the Act, the Letters Patent, the Bylaws or otherwise by a Member, Director, or Auditor shall be sufficiently given if it is:

(i) Delivered personally to the person to whom it is to be given; or

(ii) Delivered to the person’s address as recorded in the Association’s records; or

(iii) Mailed to the person’s address as recorded in the Association’s records by any means of prepaid transmittal, delivery or recorded communication; or

(iv) Transmitted by email to the email address as recorded in the Association’s records; or

(v) Posted on the home page of Association’s website.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the person’s address, or three business days after it was mailed, transmitted or published. The notice shall specify the business to be attended to at the Annual General Meeting or the General or Special Meeting.

Quorum for the Annual General Meeting or for a General or Special Meeting shall be at least fifteen percent of the Membership of the Association present in person at the beginning of the Meeting.

Each Member in good standing is entitled to one vote at any meeting of Members. The Chair at the meeting is entitled to an additional vote in the event of a tie on any matter before that meeting that has been voted upon by its Members.

Before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the Chair of the meeting shall direct.

There shall be no proxy voting.

 

Fees

Any change in the Membership Fee shall be approved at an Annual General Meeting, or at a Special Meeting of the Membership.

 

Board of Directors

The affairs of the Association shall be managed by a Board of Directors (the “Board”). The Board shall be comprised of a maximum of seventeen (17) Directors including the Past President of the Board. There shall be no more than three Associate Members on the Board.

The Directors shall be elected by a majority of the Members in good standing of the Association attending the Annual General Meeting.

The Board shall establish and elect from among the Directors an Executive Committee of the Board, consisting of the President, Past-President, Vice-President, Secretary, Treasurer, and, at the decision of the Board, up to two Members-at-large.

The President shall chair the meetings of the Association.

The Board may from time to time appoint any other committee or committees that it considers necessary or appropriate. The committee or committees may include Members from the Board and Members and Associate Members of the Association. The Board shall, when appointing any committee, set out the purpose of the committee, its procedures and its powers, and its term, provided that the committee shall not exercise any of the powers or carry out any duties that are legally required to be exercised or carried out by the Board.

Despite the above in Sections c. and e. , the Board may not delegate the following powers to a Committee of Directors:

(i) To submit to the Members in good standing any question or matter requiring the approval of the Members;

(ii) To fill a vacancy among the Directors or in the position of Auditor or of a person appointed to conduct a Financial Review of the Association;

(iii) To appoint additional Directors;

(iv) To approve any Financial Statements;

(v) To adopt, amend or repeal Bylaws;

(vi) To establish contributions to be made, or dues to be paid, by Members in good standing.

The Directors shall, on behalf of the Association, exercise all of the powers that the Association may legally exercise under the Corporations Act RSO 1990, the Letters Patent or otherwise, unless the Directors are restricted by law or by the Members in good standing from exercising those powers. These powers include but are not limited to:

(i) Making banking and financial arrangements;

(ii) Entering into contracts or agreements;

(iii) Executing documents;

(iv) Directing the manner in which any other person or persons may enter into contracts or agreements on behalf of the Association;

(v) Purchasing insurance to protect the property, rights and interests of the Association and to indemnify the Association and its Directors from any claims, damages, losses, or costs arising from or related to the affairs of the Association; and

(vi) Establishing rules of procedure for the conduct of the Annual General Meeting, a General or Special Meeting or meetings of the Board or of its Committees, as per Schedule ‘A’ of this Bylaw.

Any decision to enter into contracts or agreements; to purchase, or otherwise acquire, sell, exchange or dispose of securities or any rights or interests; or to purchase insurance must be approved by a majority of the Board including at least four (4) Members of the Executive Committee. The contracts, etc. shall require the signing by two designated Directors.

The Board shall establish at least two financial accounts which shall be held at a registered financial institution. The withdrawal of funds from these accounts shall require the authority of two Directors designated by resolution of the Board. Of the accounts established, one shall be used to hold Membership Fees and to pay for the operational expenses of the Association. The other account(s) shall be used to fund specific projects or campaigns and shall hold donations and contributions generated through fundraising in support of such specific projects or campaigns. Any restrictions and protocols regarding the management and use of the financial accounts shall be attached in Schedule ‘A’ of this Bylaw.

The Board, at its discretion, may retain a Financial Auditor to review the Association’s financial records and provide recommendations for improvements to its financial record-keeping.

The Board or any Director of the Association may not borrow monies on behalf of the Association under any circumstances.

Directors shall not receive any remuneration for any of their activities on behalf of the Association.

No Director shall provide paid services to the Association.

No Director shall directly or indirectly receive any profit from occupying the position of Director. However, Directors may be reimbursed for reasonable expenses that have been pre-authorized by the Board or the Executive Committee, but not for time contributed or incurred in the performance of their Directors’ duties.

A Director who has in any way a direct or indirect interest in a contract or transaction, or proposed contract or transaction, with the Association, shall disclose the interest to the Board of Directors. No such Director shall attend any part of a meeting of the Board or vote on any resolution to approve any such contract or transaction.

Each Director shall be a Member in good standing of the Association at the time of his or her election or appointment, or within ten days of election or appointment and shall remain a Member in good standing throughout his or her term of office. A Director shall be at least 18 years of age and may not be an undischarged bankrupt or mentally incompetent person who has been found incapable by any court in Canada or elsewhere.

Each Director shall be elected to hold office until the first Annual General Meeting after he or she was elected or until his or her successor shall have been duly elected. All Directors shall retire at each Annual General Meeting, but each is eligible for re-election if he or she is otherwise qualified to be a Director.

The Past President of the Association shall be a voting Member of the Board.

The Board may appoint a Director to fill a vacancy, provided that a quorum of Directors remains in office. If there is no quorum of Directors, the remaining Directors shall call a General Meeting of the Association to fill the vacancies.

Directors are expected to conduct themselves in a respectful and law-abiding manner while helping to promote the objectives and values of the Association. Serious proven transgressions by a Director may result in the Board immediately sanctioning or removing the Director. The Director has the right to appeal the decision to a General or Special Meeting of the Association, where a majority vote is required to sustain the decision of the Board. The Members in good standing may, by a majority of votes cast, then elect at that General or Special Meeting any person who is qualified to be a Director in his or her stead for the duration of the term.

 

Meetings of the Board of Directors

The Board shall meet at least five times during the Fiscal Year of the Association.

Meetings of the Board may be called by the President, the Vice-President, Secretary or any two Members of the Board.

Notice of the meetings of the Board shall be given to Directors at least seven (7) days prior to the date of the meeting. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named. If regular meetings are scheduled and communicated, no additional notice is required. A meeting of Directors may also take place without notice immediately after an Annual General Meeting or a General Meeting to transact any business.

No formal notice of any meeting of the Board shall be necessary if all the Directors are present or if those absent have indicated their consent to the meeting being held in their absence.

No error or omission with respect to notice for a meeting of the Board shall invalidate the meeting or make void any proceedings taken or had at that meeting.

A quorum for a meeting of the Board shall be two-fifths (40%) of the Directors, of which there must be at least the President or the Vice-President, and/or any two of the other Members of the Executive Committee. Once a quorum has been obtained the quorum shall be deemed to continue.

Every Director is expected to attend at least three of the five scheduled Board meetings in each annual term of office.  Failure of a Director to attend the minimum number of Board meetings may, at the discretion of the Board, result in the removal of the Director.

If a majority of the Directors consent, a Director may participate in a meeting of the Board or of a Committee of Directors by electronic means that includes an audio and/or a video connection that permits all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

The Directors shall vote on any resolution arising at any meeting of the Board. A simple majority of votes shall decide the resolution. In case of a tie vote, the Chair of the meeting is entitled to an additional vote.

A declaration by the Secretary that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour or against any resolution.

 

Executive Committee

As per Section 9, Sub-Section c., above, of this Bylaw, the Executive Committee of the Association shall consist of the President, Past-President, Vice-President, Secretary, Treasurer, and, at the decision of the Board, up to two (2) Directors without Portfolio.

The Executive Committee shall review and make recommendations to the Board on all matters related to the Association’s activities, including but not limited to its strategic direction, organizational structure, finances, promotion, organizing of events, and responses to issues that are pertinent to fulfilling its Mission Statement and Objectives.

The Executive Committee shall have limited authority to approve expenditures of the Association’s funds as per Schedule A of this Bylaw.

The Executive Committee shall have and may exercise the powers of the Board in the management and conduct of the affairs of the Association in accordance with any direction or restrictions provided in the Board’s resolution.

The Executive Committee shall have the following duties:

(i) President – Chair all meetings of the Association and of the Board, when present in person and able; have general supervision of the affairs of the Association; sign all Bylaws and execute any documents with the Secretary; act as the spokesperson on behalf of the Association; and perform any other duties which the Board may, from time to time, assign;

(ii) Vice President – Exercise any or all of the duties of the President in the absence of the President or if the president is unable for any reason to perform those duties; act as the spokesperson on behalf of the Association in absence of the President; and perform any other duties which the Board may, from time to time, assign;

(iii) Secretary – Keep and maintain the records and books of the Association, including a registry of Directors and Members, the minutes of the Annual General Meeting, General Meetings and meetings of the Board; the Bylaws and resolutions; certify copies of any records, registry, Bylaw, resolution or minute; give any notices required for the Annual General Meeting, General Meetings and meetings of the Board; and perform any other duties which the Board may, from time to time, assign;

(iv) Treasurer – Keep and maintain the financial records and books of the Association; countersign all cheques or other payments with the President or Vice-President, as the case may be; assist the Auditor in the preparation of the Financial Statements of the Association; and perform any other duties which the Board may, from time to time, assign;

(v) Past -President – Advise the President and other Directors as needed.

Rules of procedure governing the establishment, election and operation of the Executive Committee are attached in Schedule ‘A’ of this Bylaw.

 

Meetings of the Executive Committee

The Executive Committee of the Board shall meet monthly except during the months of July and August.

Additional meetings of the Executive Committee may be called by any two (2) Members of the Executive Committee.

Notice of the meetings of the Executive Committee shall be given to Members of the Executive Committee at least three (3) days prior to the date of the meeting. The Executive Committee may appoint a day or days in any month or months for regular meetings at an hour to be named. If regular meetings are scheduled, no additional notice is required. A meeting of the Executive Committee may also take place without notice as deemed necessary by the Executive Committee.

A quorum for a meeting of the Executive Committee shall be three-fifths (60%) of the Executive Committee Members and must include either the President or Vice-President, provided that once a quorum has been obtained the quorum shall be deemed to continue.

Every Executive Committee Member is expected to attend at least three-fifths (60%) of the scheduled meetings of the Executive Committee in each annual term of office.  Failure to attend the minimum number of Executive Committee meetings may, at the discretion of the Board, result in the removal of the Member from the Executive Committee.

Decisions of the Executive Committee Members shall, preferably, be based on consensus. However, if there is no consensus, or with regard to certain types of decisions listed in Schedule ‘A’, Section 3.1, a vote will be required. Decisions shall be made based on a simple majority of votes.  In case of a tie vote, the President, or in his absence, the Vice-President, shall have an additional vote.

 

Protection of Directors

Limitation of Liability – No Director shall be liable for the acts, receipts, neglects or defaults of any other Director, or for joining in any receipt or any other 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 for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her respective office or trust, provided they have complied with the Association’s Bylaw and have not acted in willful neglect or default.

Indemnity – The Association shall indemnify and save harmless every Director, every former Director, and every person who acts or acted at the Association’s request as a Director or Officer of a body corporate of which the Association is or was a Shareholder or Creditor (or a person who undertakes or has undertaken an liability on behalf of the Association or any such body corporate) and his/her heirs and legal representatives, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a Director of the Association or such body corporate, if:

(i) He/she acted honestly and in good faith with a view to the best interests of the Association; and

(ii) In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing that his/her conduct was lawful.

The Association may purchase and maintain insurance for the benefit of the Association and its Directors and Members, as the Board may from time to time determine, in order to protect any Member of the Association.

 

Records

All minutes and records of the Association shall be maintained by the appointed Secretary.

Minutes of BWVRA Executive meetings will be posted to the BWVRA website. Any Member of the BWVRA, upon written request to the Secretary, who wishes to view the Minutes of a particular meeting or the Financial Records of the Association, shall be entitled to do so.

The following records and documents must be kept and held by the Secretary:

(i) Copy of the Letters Patent;

(ii) Copy of all the Bylaws and special resolution of the Association;

(iii) Register of current Members arranged alphabetically and those persons who have been Members within the previous five years;

(iv) The full name, street address, postal code, and email address of each Member/person;

(v) Register of Directors showing names, addresses, dates of election and resignation.

The Treasurer will maintain proper books of account and accounting records of financial transactions.

 

Amendments

The Board may make amendments to this Bylaw except for the provisions in Schedule ‘A’, Sections 2.1 and 2.2 with regard to funding and expenditures, which may only be amended by the Membership at an Annual General Meeting of the Association or a Special Meeting. Any proposed amendment to be made by the Board of Directors must be circulated to the Directors at least seven (7) days prior to the meeting of the Board of Directors at which the proposed amendment will be tabled. Approval of the amendment requires the attendance of at least three-fifths (60%) of the Directors and a two-thirds (66%) vote of support.   The results of the vote must be recorded in the minutes of the Board of Directors meeting.   Any Bylaw amendments that are approved by the Board of Directors must be submitted within a six month time-period to the Members in good standing at a General Meeting of the Association or a Special Meeting for approval by the general Membership.  Any proposed amendment to be made by the Membership must be circulated to the Membership along with the notice for the meeting at least seven (7) days prior to the date of the meeting, as per Section 7, Sub-Section e.

Any Member in good standing of the BWVRA can propose an amendment to a Bylaw to the Board of Directors. After due consideration by the Board, the amendment may be tabled at the next Annual General Meeting. Ten (10) days’ notice of any proposed amendment must be given to the Members prior to such meeting.

 

Schedule “A”

 

The following protocols are to be applied in conjunction with their specific references in the main text of this Bylaw:

 

Appointment of non-resident Members

 

A person who is not resident within the Association’s area may be considered for Membership by applying in writing to the Secretary of the Board. The Board will decide whether or not to admit the applicant.

In general, the Association intends that admittance is limited to persons who wish to make a particular contribution to the work of the organization by volunteering for committees or offering to stand for election to the Board. (subject to restrictions on maximum number of non-resident directors)

 

Financial

 

Operating Account 

The Association shall maintain an account to cover day-to-day operating expenses. This account is generated and sustained primarily through the collection of Membership F

At the discretion of the Board, funds not exceeding $1,000 during any one-year term of office may be transferred to other accounts to support special projects or initiatives.  Larger amounts may be transferred subject to approval of the general Membership.

The Executive Committee may authorize individual expenditures not-exceeding $200 from this account and total expenditures not exceeding $1,000 during any annual term of office. The Board may authorize total expenditures not exceeding $3,000 during any annual term of office.  Larger expenditures shall be approved by the general Membership.

Funds from this account shall not be loaned to any other organization or individual.

Should the Association cease to operate, as determined by the general Membership, the Membership will also decide on the appropriate disbursement of all funds remaining in this account.

 

 SOV (Save our Village) Account

The Association shall maintain an account (or accounts) exclusively to support actions the Association may decide to take from time to time in response to re-development proposals or other matters that could substantially affect the future character of the area.  All such accounts shall be generated and sustained primarily by donations from the community and secondarily through recoveries of costs through negotiated settlements at the Ontario Municipal Board.

Allowable expenses shall include professional fees and disbursements, printing, and all other incidental costs that are directly related to the afore-mentioned purpose of the account, as reasonably determined by the Board.

The Association intends that this (these) account(s) be maintained indefinitely at a sufficiently high level that will enable it to take meaningful actions when required to influence the outcomes of re-development proposals in the foreseeable future. To that end, any expenditure that exceeds $ 5,000 shall be concurrent with specific actions initiated by the Board to reimburse the account through community fund-raising and negotiated recoveries (see also 2.2.1).

Expenditures and disbursements from this account are subject to the same restrictions as in 2.1.3, 2.1.4 and 2.1.5. (except that the Board may authorize expenditures not exceeding $10,000 in any one-year term).

Funds from this account shall not be utilized under any circumstances for the general operation of the Association or for any purpose other than that stated in 2.2.1

Should the Association decide to collaborate with another organization in responding to a specific development proposal or other planning matter, the Board may enter into an agreement with the other organization to fund all or part of the actions agreed to, subject to the requirements in 2.2.2. and 2.2.3

 

Rules of Order for Meetings

 All meetings of the Association shall be conducted in a manner that encourages free expression and exchange of ideas and opinions. Decisions shall be consensus-based to the extent practicable, except in the following circumstances in which Roberts Rules of Order shall apply:  *

Expenditure of the Association’s funds (as prescribed in 2.1 and 2.2);

Acceptance of the Associations’ annual Financial Statements;

Elections of Directors and Members of the Executive Committee;

Retaining paid professional services;

Entering into other contracts or agreements;

Taking positions on issues that will commit the Association to significant further  actions or may affect its strategic direction in some way; and

Other matters on which consensus has not been reached after discussion, in which circumstances, a Director (or Directors)  may make a motion to be voted upon by the Board or Executive Committee,  as the case may be.

                 

                                    *Suggested Reference:  “Roberts Rules of Order Newly Revised in Brief (2nd Addition)

 

 

Nominations

 

Nomination and Election of Directors

A Member of the Association may be nominated by another Member and seconded by a third Member for election to the Board of Directors. The nomination may be submitted in writing to the Association’s Secretary at any time within two months, but not less than two weeks prior to an Annual General Meeting. Nominees are strongly encouraged to submit, with the nomination, a written bio, not exceeding 100 words.  The nominations and bios will be circulated to the Members before the Annual General Meeting with the notice of the Annual General Meeting.  Nominations from the floor are not accepted during Annual General Meetings.

Should the number of nominees exceed the maximum allowable number of positions on the Board, Election of the Directors at the Annual General Meeting shall be conducted by secret ballot.

 

Nomination and Election of Executive Committee

Prior to the first Board of Directors Meeting of its new term of office each year, the Past President or his/her designate shall seek expressions of interest from Directors for the positions on the Executive Committee. The Past-President will chair the first meeting of the new term of the Board, at which time the slate of interested candidates will be presented, along with any other Directors who may come forward at that time, for nomination and election to the Executive Committee.

Should there be more than one Director interested in any of the positions on the Executive Committee, election of that position shall be conducted at the first Board of Directors Meeting by secret ballot.