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Constitution & By-law

THE KATIMAVIK HAZELDEAN COMMUNITY ASSOCIATION
P.O. Box 24101, Kanata, Ontario K2M 2C3

BY-LAW NO.1

GENERAL

  1. Introduction
  2. Identification
  3. Definitions

PART ONE

  4. Purposes of Part One & Part Two
  5. Amendments to Part One
  6. Association Year
  7. English Language
  8. Government and Administration
  9. Membership
10. Conduct of General Meetings
11. Special General Meetings
12. Street Representatives
13. Board of Directors
14. Election of Directors
15. Impeachment
16. Dissolution
17. Privacy Policy                                      

PART TWO

18. Amendments to General Part & Part Two
19. Offices of the Association
20. Location & Date of General Meetings
21. Time Limits
22. Membership Cards and Fees
23. Procedures for Members
24. Duties of Street Representatives
25. Fiscal Responsibilities
26. Appointments by Board of Directors
27. Operational Responsibilities
28. Duties of the President
29. Duties of the Vice-Presidents
30. Duties of the Secretary
31. Duties of the Treasurer
32. Duties of Additional Director(s)
33. Duties of Past President

GENERAL

1. Introduction

1. Because it is a channel to elected and appointed officials which welcomes all Katimavik Hazeldean residents, the Katimavik Hazeldean Community Association keeps neighbourliness easy by undertaking projects which enhance and safeguard the quality of life of the Katimavik Hazeldean community including in regard to:
a. promoting and protecting the interests of Katimavik Hazeldean citizens, property owners, tenants and municipal taxpayers; and
b. both initiating and/or fostering either alone or together with civic and public or community organizations (i) responsible community planning and development and also (ii) activities that promote good citizenship and fellowship

2. Identification

1. This document is to be known as "By-law No. 1 of the Katimavik Hazeldean Community Association" dated December, 2012 and supersedes earlier constitution and supporting by-laws. By-law No. 1 of the association takes effect on December 1, 2012.

3. Definitions

1. The following definitions apply in this by-law:
i. "Agenda" list of the proposed sequence of items for consideration at a meeting;
ii. "Annual General Meeting" shall mean the general meeting of members at the end of the association year during which the directors report on the concluding year and outline proposed association activities for the coming year.
iii. "Association" shall mean the Katimavik Hazeldean Community Association;
iv. "Board of Directors" shall mean the group of members elected to perform the management duties of the association;
v. "Community" and "neighbourhood" shall mean the Katimavik Hazeldean community, being the lands bounded by Eagleson Road, Hazeldean Road, the Carp River and Highway 417 (Queensway);
vi. "Community Partner" shall identify a not for profit organization which provides services to Katimavik Hazeldean Residents;
vii. "Director" shall mean a member of the Board of Directors who was elected to perform designated responsibilities;
viii. "District" shall mean a group of homes within the neighbourhood;
ix. "Guest" shall mean any person who participates in an association activity and who is not a resident;
x. "Honorary member" shall mean any adult person granted membership for a specified period of time, including lifetime, by a motion at an association meeting;
xi. "Household" shall mean any self-contained residence, whether detached, semi-detached or forming part of a multiple residential structure, situated in the community;
xii. "Member" shall mean the household with a paid up membership in the association and represented by a resident in that household;
xiii. “Motion” and “resolution” shall mean a proposed decision of a meeting of directors and a general meeting and special general meeting
xiv. “Notification" shall consist of a statement of the proposal and the basic outline of the issue involved;
xv. "Owner(s)" shall mean the person or persons registered on title as owner or owners of one or more residences in the community;
xvi. "Reconsideration" of a motion shall mean that members who was present and voted to reject a motion may request that the motion be reconsidered at the next general meeting of the association.
xvii. "Resident" shall mean any person dwelling within the community who is over the legal age of majority;
xviii. "Sponsor" shall identify an organization that has made financial contribution in cash or in-kind;
xix. "Street representative" shall mean a member who represents homes within a district; and
xx. “Sufficient Written Notice" shall specify the number of days in advance a notification is required to be transmitted to members.

PART ONE

4. Purposes of Part One & Part Two

1. The purpose of the Clauses of Part One of By-law No. 1 is to establish the fundamental organization units, to allocate the activities, duties, rights and obligations, and to designate the sharing of responsibilities which taken all together make the association a vibrant, integrated and coordinated whole.
2. The purpose of the Clauses of Part Two of By-law No. 1 is to define the duties, detail day-to-day operational procedures and any other matters required by the Clauses in PART ONE so as to have orderly conduct of the association's business.
3. In situations where a conflict exists between an clause, clauses or parts thereof in Part Two AND an clause, clauses or parts thereof in Part One - the clause, clauses or parts thereof in Part One supersede such clause, clauses or parts thereof in Part Two.
4. Any clause, clauses or parts thereof in Part Two is null and void when it conflicts with an clause, clauses, or parts thereof in Part One.

5. Amendments to Part One

1. Amendments to this By-law No. 1 Part One can be made by the two-thirds approval of members voting at a general meeting or special general meeting of the association.
2. Amendments can only be entertained with sufficient written notice of thirty days to the members.

6. Association Year

1. The association year and the fiscal year shall be from November 1 to October 31 beginning from November 1, 2014.

7. English Language

1. The records and documents of the association will be kept in the English language

8. Government and Administration

1. The association shall be governed by three institutions, each having complementary duties, rights and obligations as per the articles of this by-law:
a. The association in a general meeting - an assembly of a quorum of members;
b. The street representative - members who represent homes within a district and;
c. The board of directors - members who have been elected to perform management duties on behalf of the association.

9. Membership

1. Any resident may register his or her household for membership and on payment of the annual membership fee the household becomes of the association for a year.
2. As per Clause 22 s. 2, the membership fees for the following year shall be as fixed or amended at a general meeting of the association.
3. No member may transfer or assign their membership in the association.
4. All household residents may attend and participate in any general meeting or special general meeting of the association.
5. Each household represents a single count towards a quorum and may exercise a single vote. In the event that the household declare an unresolved disagreement about a vote that household vote is null and void.
6. Honorary members may participate in a meeting but do not form part of a quorum and do not vote.

10. Conduct of General Meetings

1. The board of directors shall convene meetings of members known as "general meetings". The day of the general meetings shall be set in Clause 20 s. 2 of this by-law.
2. The time requirement for sufficient written notice shall be set in Clause 21 s. 1 of this by-law. Sufficient written notice of the agenda for a general meeting is deemed to have occurred when:
a. the agenda has been briefly outlined, together with a short explanation of the topic areas, time and meeting locations and;
b. posted on the association's website, in social media, and emailed to the members.
c. presentation in an advertisement in a local newspaper shall be without time requirement.
3. For general meetings a quorum, of members sufficient to conduct the business of the association shall be no less than 1% of the total membership as of the day prior to meeting day, at least two of whom must be directors.
4. Parliamentary procedure, as far as possible, shall be followed at all meetings of the association except where any procedure would be inconsistent with this constitution and any by-law.
5. The chair of the meeting does not vote except in the event of a tie, where the chair must cast the deciding vote.
6. Any member has the right to propose, express opinions on, and vote to support or to oppose to any motion or amendment to a motion on issues or requests for funds that have been properly placed on the agenda when these matters come up for consideration at a general meeting or special general meeting of the association.
7. No new and/or similar issue, motion, request for funds, amendment or by-law which has been addressed and rejected may be reconsidered unless
a. 10% of the members voting to defeat it within the subsequent twelve months request reconsideration in writing,
b. sufficient written notice in given to the members, and
c. reconsideration is approved by two-thirds of members voting in the general meeting or special general meeting when reconsideration is to take place.

11. Special General Meetings

1. Special general meetings of the association shall be held:
a. where required by the board of directors; or
b. where requested in writing to the secretary or president by at least 10% members of the association.
2. Special general meetings are to be held as soon as sufficient written notice, as per by-law Clause #10 ss. 1 & 2 and Clause #21 ss. 1 & 2, can be executed.
3. All sections of all articles of this by-law referring to the conduct of general meetings also apply to the conduct of special general meetings.

12. Street Representatives

1. Street representatives act as one link between members within their district and the board of directors at a general meeting or special general meeting.
2. Only members can be street representatives.

13. Board of Directors

1. There shall be a board of directors whose primary function is to administer, on behalf of the association, the day-to-day business of the association
2. The board of directors is fully responsible and accountable to the association.
3. Only members can be directors of the association.

14. Election of the Directors of the Association

1. Election of directors to specific offices shall be held during the annual general meeting by vote of the members.
2. A nominating committee shall be appointed by the association in a general meeting no later than the September general meeting. This committee shall present a recommended slate of directors for election at the annual general meeting in October each year. The past-president shall normally be the chair of the nominating committee.
3. If no nomination, additional to the slate recommended by the nominating committee is received at the annual general meeting, the slate recommended by the nominating committee shall be declared elected by acclamation.
4. The candidates for director positions shall be elected by the members.
5. A director may hold only one office at a time in addition to his or her directorship.
6. A director should not hold the same office for more than five years. If circumstances develop where there are no candidates for the incumbent's position, the director may remain in the position for the term of that board.
7. The newly elected board of directors shall take over the direction and management of the association on the first day of November following the election.
8. A vacancy occurs when an officer of the association ceases to be a member or fails or refuses to carry out their duties reasonably or in good faith. In such a case, a vacancy shall be declared. A member may be nominated by the board of directors to fill the vacancy of any director position. Such a nomination will, after sufficient written notice, be subject to confirmation at a general meeting of the association.

15. Impeachment

1. Impeachment proceedings may be initiated against any member of the board of directors.
2. All special general meeting requirements imposed by Part One and Part Two of this by-law will apply to the impeachment meeting.
3. No member being impeached or none of the 20 or more members initiating the proceedings shall chair the impeachment meeting. The meeting shall be chaired by a neutral party.
4. A vote of two-thirds of the members in attendance is required to remove a director from his or her position.

16. Dissolution

1. Written notice of any proposal from the board of directors to dissolve the association setting forth the reasons and the disposition to be made of the association's assets, shall be mailed to every member at least ninety (90) days in advance of any action taken.
2. Upon dissolution of the association the assets shall be dedicated to charitable organizations or organizations with objectives beneficial to the community.
3. The association shall be dissolved only with the written consent of two-thirds of members who joined the association at its last official membership drive or at its most recent annual general meeting - whichever is most recent.

17. Privacy Policy

1. The Common Law tradition requires that the association take proper care to ensure that the privacy of members and residents is safeguarded.
2. Email addresses of and emails form members and residents who have exchanged email communication with the association will be treated as public in order to promote community communication on association matters.
3. Those residents who have registered concern about a matter or attended a meeting will be safeguarded by receiving blind copies of general emails.
4. Those residents who have explicitly requested blind copies of general emails will receive such blind communication.

PART TWO

18. Amendments to the General Part and Part Two

1. Amendments to the By-law No. 1 General Part and By-law No. 1 Part Two require sufficient written notice and the majority approval of members voting at a general meeting or special general meeting.

19. Offices of the Association

1. The association does not have an office.
2. A post office box is used as a mail collection point for correspondence.
The address of the association is: Post Office Box 24101, Kanata, Ontario K2M 2C3.
3. A telephone line in the president's home is used as the association's telephone number.
4. The association maintains an internet website at: www.khca.on.ca
5. Emails may be addressed to the president at: president@khca.on.ca , and to the secretary at: secretary@khca.on.ca
6. The association maintains Facebook and Twitter accounts.

20. Location and Date of General Meetings

1. General meetings of the association are normally held at the Katimavik Community Room in the Katimavik Elementary School), 64 Chimo Drive, Kanata.
2. General meetings are normally held on the first Monday of the Month, with two exceptions:
a. during the months of July and August general meetings are not normally held; and
b. when the first Monday falls on a statutory holiday or in a special circumstance e. g., a public voting day, the general meeting shall be convened on the following Monday.
3. The annual general meeting will be convened in October of each year.

21. Time Limits

1. Sufficient Written Notice
As per Clause #10 s. 2 in this by-law, sufficient written notice shall be transmitted no less than seven days prior to the general or special general meeting for sufficient written notice to be deemed to have occurred.
2. Notice of Issues, Requests for Funds or Motions
As per Clause #23 s. 1 in this by-law, written notice of issues, written requests for funds and written copies of proposed motions are to be given to the president or the secretary no less than ten days prior to the meeting.
3. Board of Directors' Meetings
As per Clause #27 s. 6 and Clause #11 s 2 in this by-law, the board of directors shall normally meet and set the agenda at least eight days before a general meeting or a special general meeting.

22. Membership Cards and Fees

1. The membership year will be the same as the association year.
2. The annual membership fee shall be changed from $5.00 per household to become $10.00 per household beginning with the 2014-15 year.
3. There shall be no membership fee for honorary members.
5. The board of directors shall issue one membership card per household, to be issued in the name of the president and secretary of the association and signed by a director or his or her representative, on payment of the membership fee.

23. Procedures for Members

1. Any person proposing to raise a matter for discussion at any general meeting shall deliver written notice to the secretary or the president. The notice shall include a brief outline of issue, any request for funds, or the wording of a proposed motion. The time requirement for written notice shall be set in Clause #21 s. 2.
2. In the event of a dispute or uncertainty arising as to who is a member, the decision of the chair, after consultation with the directors present, shall be final and binding.
3. Members may vote only in person.
4. Show of hands is the normal method of expressing votes on a motion.
5. All motions, requests for funds, amendments or by-laws voted on shall be decided by a majority of those voting, except in any case where the approval of a greater number is required by this by-law.

24. Duties of Street Representatives

1. The street representatives shall to the best of each of his or her abilities:
a. attend at least one general meeting each year;
b. participate in the annual membership drive by soliciting memberships and collecting the annual membership fee from residents within the district for which they have been appointed;
c. verify and correct the membership file within the district for which they have been appointed;
d. when requested by the board of directors or as a result of a duly passed motion, gather and report information from residents and members of the district for which they have been appointed;
e. keep members and residents of the district for which they have been appointed, up-to-date with the operations of the association and informed about issues affecting the community; and
f. act as ambassadors of the association within the district for which they have been appointed.

25. Fiscal Responsibilities

1. An annual grant to street representatives for up to $35.00 per street representative shall normally be made for the conduct of block parties or other social activities of the members -- requires solely the approval of the board of directors
2. All monetary donations and grants to other organizations or individuals must receive the approval of the association in a general meeting or special general meeting prior to disbursement of the funds.
3. a. A funding request shall:
i. state what the money is to be used for;
ii. include a financial breakdown of the project, including other funding sources;
iii. specify the amount of funding being requested;
b. Normally a representative from the requesting organization will be available for a presentation or to answer members' questions about the funding request.
4. No more than 10% of the association's financial assets may be approved for any one grant or donation at one general meeting. With sufficient written notice and the approval of two-thirds of the members at a general meeting, an amount exceeding this limit may be granted
5. a. The approval of the association in a general meeting or special general meeting must be obtained in all cases where the board of directors proposes to commit the association to a course of action which would result in expenditure in excess of 5% of the association's monetary assets at the time of the meeting.
b. The costs of the association's internet website and the costs of the printing and supplies used in the annual membership drive are both exempt from this requirement.
6. If a quorum of members is not present at a general meeting where a majority of the directors is in attendance, the directors may approve expenditures up to 5% of the association's financial assets at the time of the meeting.

26. Board of Director Appointments

1. Street representatives are appointed for a one-year renewable term by the board of directors.
2. The association may from time-to-time create standing committees and ad hoc committees.
3. a. The association's standing committees normally are:
i. Safety Committee;
ii. Directory Committee;
iii. Membership Committee;
iv. Environmental Committee;
v. Ice Rink Committee;
vi. Development Planning Committee.
b. Each standing committee shall have a chair and members appointed for a one-year term by the board of directors. In making the appointment, the board shall define that committee's terms of reference.
c. The chairs of committees are responsible for periodically convening meetings with members of their committee and reporting on the status of their work to the board from time to time. On an as-required basis, the chair shall report to the association in a general meeting, at the discretion of the president, with ten days sufficient written notice.
4. a. The association, in a general meeting, may create one or more ad hoc committees to exercise such functions and carry out such tasks as the association shall from time to time decide.
b. Each ad hoc committee shall have a chair who may then appoint such other members to make up the committee as the board of directors may approve.
c. The motion approving the formation of an ad hoc committee shall specify the chair, the mandate of the committee and the date at which the committee shall report on their findings and activities.
d. No ad hoc committee shall be in operation for a period in excess of six months.
5. The board of directors may enter into a community partnership agreement with any Kanata organization supporting the aims or initiatives of the association. Community partnerships shall be recognized on the association’s website, in social media and local newspapers as far as possible.
6. The board of directors may solicit financial sponsors in cash or in kind for the association's events. Sponsors shall be recognized on the association's website, in social media and as possible in local newspapers.

27. Operational Responsibilities

1. The board of directors shall have all the powers necessary to accomplish its primary function including, but not limited to:
a. the convening of meetings;
b. the conduct of meetings;
c. recommending courses of action and adopting procedures for the association;
d. recommending and collecting annual and special membership fees from members and soliciting donations in cash or in kind from sponsors;
e. retaining and discharging professional advisors and employees and non-professional staff;
f. recommending the appointment of honorary members;
g. negotiating, contracting and/or partnering with any relevant person, organization, or governmental authority on behalf of the association;
h. purchasing equipment and supplies for the performance of the association's duties and;
i. purchasing such insurance as may appear necessary to protect the properties and interest of the association and to indemnify the directors and employees of the association.
2. The president shall be the Chief Executive Officer of the association.
3. The secretary shall be the Chief Recording Officer of the association.
4. The treasurer shall be the Chief Financial Officer of the association.
5. The directors forming the board of directors shall be elected annually to from the membership at large by the members to positions of president, vice-presidents, secretary, treasurer and such additional director or directors as a general meeting or special general meeting of the association has authorized.
6. The immediate past-president shall also be a full member of the board of directors.
7. The board of directors shall normally meet at least once before a general meeting and a special general meeting in order to set the agenda and deal with matters requiring its decision. The timing of executive committee meetings shall be set in Clause #21 of this by-law.
8. The directors shall normally receive seven days written or verbal notice of a board of directors meeting. When the majority of directors agree meeting discussions may occur over the internet and decisions and dissent shall be in the form of emails.
9. There must normally be at least three directors present or participating to constitute a quorum of the board of directors.
10. The board of directors of the association shall report to the members on activities and affairs of the association, including a financial statement at each general meeting or at any special general meeting. In addition, the executive shall submit a report summarizing the year's activities and financial details of financial status at the last general meeting of the fiscal year; that is, the annual general meeting.
11. The board of directors shall present a budget for the fiscal year by the January general meeting.
12. The president of the association shall act as chair of any meeting of members or in the president's absence a vice-president or alternatively, the treasurer shall act as chair.
13. For a bona fide emergency where the motion or issue or request for funds cannot be entertained at the next general meeting or a special general meeting -- with the majority consent of the directors present, the chair shall bring the issue, motion or request for funds for consideration without sufficient written notice.
14. The Board of Directors shall be responsible, normally with the assistance from the chair(s) of the membership and directory committees, for ensuring that a current official list of members of the association as of the day prior to the meeting shall be available for inspection at every general meeting of the association.

28. Duties of the President

1. The president shall to the best of his or her abilities:
a. normally attend board of directors meetings, general meetings and special general meetings of the association;
b. use best efforts to interpret clauses of each the General Part, Part One and Part Two of this By-law as fairly as possible using the good judgement of the board of directors as appropriate;
c. act as chair for all meetings of the board of directors and of the association;
d. have the co-signing authority necessary to the orderly conduct of the financial affairs of the association;
e. be responsible for the sound operation and orderly administration of the association's day-to-day affairs including the calling of and conduct of general meetings and special general meetings of the association;
f. represent the association at City Council, on the community associations' joint committee and in other forums outside the neighbourhood; and
g. delegate some of these duties, except for co-signing authority, and other duties to the vice-president(s) as far as the vice-president(s) may able and willing to carry them out. Co-signing
authority may delegated only with the prior authorization of a general meeting or special general meeting.

29. Duties of the Vice-President(s)

1. The vice-president or vice-presidents shall to the best of each of his or her abilities:
a. normally attend board of directors meetings, general meetings and special general meetings of the association;
b. be prepared to act in place of the president according to Clause #28 on the duties of the president;
c. at the discretion of the President, co-ordinate the execution of the annual membership drive, sponsor solicitation and liaison with street representatives; and
d. fairly contribute to the board of directors by accepting delegated duties as assigned by the president.

30. Duties of the Secretary

1. The secretary shall to the best of his or her abilities:
a. normally attend directors, general and special general meetings of the association;
b. maintain custody in good order all books, records, registers, rosters and any other documentation reasonably necessary to record the affairs of the association;
c. be responsible for keeping current the minutes of all meetings of the association making special note of the decisions, motions, amendments and by-laws approved or denied and for having the approved meeting minutes published on the association website;
d. keep custody of the current official list of members of the association and the boundaries of each district and make them available for inspection at any general or special general meeting of the association;
e. keep up to date the by-law of the association as amended from time to time, making it available for inspection and reference at any general or special general meeting of the association and for publication on the association website; and
f. be responsible for maintenance of the association's correspondence file including preparing letters and forms as requested by the president.

31. Duties of the Treasurer

1. The treasurer shall to the best of his or her abilities:
a. normally attend directors, general and special general meetings of the association;
b. prepare and present, by the January regular general meeting, a budget for the fiscal year, identifying a forecast of the probable revenues and expenditures of the association;
c. maintain in good order all financial records and accounts of the association;
d. table a detailed accounting of the financial records of the association at annual general meeting and report on the financial health of the association at every general meeting;
e. have co-signing authority for all association accounts;
f. deposit all monies received on behalf of the association in an account, or accounts, maintained in the name of the association in a chartered bank or other financial institution; and
g. maintain, with the normally with the cooperation of the chair(s) of the membership and directory committee, the current official list of members of the association.

32. Duties of Additional Director or Directors

1. An additional director or directors shall to the best of his or her abilities discharge the duties assigned by a general meeting authorizing their election.
34. Duties of the Past-President
1. The past-president shall to the best of his or her abilities:
a. normally attend directors, general and special general meetings of the association;
b. normally act as chair of the nominating committee.

33. Duties of the Past-President 

1. The past-president shall to the best of his or her abilities: a. normally attend directors, general and special general meetings of the association; b. normally act as chair of the nominating committee.

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Last update November 5, 2012