A By-Law relating to the conduct of the affairs of “Your Wardsville”.
CONTENTS
1. Membership
2. Board of Directors
3. Directors
4. Meetings of the Board of Directors
5. Meetings of the Membership
6. Financial Year
7. Head Office and Official Seal
8. Signing Officers
9. Execution of Documents
10. Dissolution
11. Effective Date: Jan 19, 2009
Article 1 – Membership
1.1 Membership in “Your Wardsville” shall be open to:
A. Any person interested in maintaining and improving the quality of life in the Wardsville area.
B. Any person interested in the furtherance, discovery and preservation of the history of Wardsville and area.
1.2 Privileges of Membership:
Active members in good standing may hold office in “Your Wardsville” and vote at general, annual and special meetings as specified in By-Laws 1.3 and 1.4.
1.3 Active Members: An active member is any person whose membership is in good standing by virtue of paying the annual dues. Termination of Membership: Shall cease upon his or her death, resignation or failure to pay annual dues.
1.4 Dues:
Each active member shall pay annual dues in an amount and at a time as determined by resolution of the membership.
Types and costs of membership:
Student – (In College, University or other post secondary school) $ 5.00
Single - $10.00
Family - (Those living in one home) $20.00 (2 votes per family)
Sustaining - $100.00
Article 2
2.1 Powers:
The affairs of “Your Wardsville” shall be managed or supervised by a Board of Directors consisting of up to seven directors.
2.2 Officers:
The Board of Directors shall consist of the following officers:
1. President
2. Vice President
3. Secretary
4. Treasurer
5. Up to three (3) directors
2.3 Term of Office: The term of office for the Board of Directors shall be two (2) years.
ARTICLE 3 – Directors
3.1 Qualifications:
Each director must be at least eighteen (18) years of age and an active member of “Your Wardsville”.
3.2 Election and Term:
The election of directors shall take place at the annual meeting and shall be by a majority of the membership present. Consecutive terms shall be allowed. Directors shall assume office immediately following the conclusion of the Annual Meeting and hold office until his or her term expires.
3.3 Resignation:
A director wishing to resign from their office must give written notice of such desire to the Board of Directors. The resignation will be effective either when received or on the date specified in the letter.
3.4 Removal:
Directors may be removed from their positions, prior to the end of their term, by at least a two thirds vote, cast at a general meeting of the membership. Notice of such intention must be circulated to the members at least 10 days prior to this meeting.
A member may be elected to fill any vacancy that may be created, by a majority of votes cast at this meeting. This member will serve for the remainder of the term.
3.5 Board Vacancy
Where any vacancy occurs on the Board of Directors, a quorum of the directors still in office at the next Board of Directors meeting may appoint a member to fill the vacancy for the remainder of the term. If no quorum of directors exists, any directors then in office shall call a special meeting of the membership to fill the vacancy.
3.6 Remuneration:
Directors and officers shall serve without remuneration and no director shall directly or indirectly receive any profit from his or her position. A director may be paid reasonable expenses, providing they have been approved by the Board of Directors and incurred in the performance of his or her duties of office. Proof of all such expenses must be furnished to the Treasurer.
3.7 Powers and Duties:
In addition to any powers and duties prescribed by the By-Laws, all directors and officers of “Your Wardsville” shall have such powers and duties as may from time to time be given to them by the Board of Directors.
3.8 Indemnified and Saved:
Every director and his or her heirs, executors and administrators and estate and effects respectively, shall from time and at all times, be indemnified and saved harmless from and against:
(a) all costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by him or her, in or about the execution of the duties of their office.
(b) All other costs, charges and expenses that he or she sustains, or incurs in or about or in relation to the affairs of the Organization, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.
3.9 Responsibilities of Officers
The President shall preside at all the meetings of the members and Board of Directors and shall be charged with the general supervision and control of the business and affairs of the Organization.
The Vice President shall be vested with all the powers and shall perform all the duties of the President in the absence, disability or refusal to act of the President. The Vice President shall perform all duties and exercise such powers as the President may from time to time delegate to him or her.
The Secretary shall attend all meetings of the Board of Directors, the annual meeting and special meetings as duly called. The secretary shall enter in the books kept for that purpose, minutes of all proceedings at such meetings. The Secretary shall be the custodian of the Official Seal, all books, registers, records and other instruments belonging to the Organization.
3.10 The Treasurer Shall:
1. Keep accurate accounting records.
2. Deposit all monies received by “Your Wardsville” in the Organization’s bank account.
3. Give the Board of Directors an account of all transactions and the financial position of the Organization at each Board of Directors meeting.
4. Complete and present an annual financial statement in a proper and comprehendible form to the members assembled at the annual meeting.
The Treasurer Shall Not:
Transfer, spend or invest any monies on behalf of the Organization without consulting with the Board of Directors prior to any transaction.
ARTICLE 4 – Committee Heads
4.1 Committee Heads: The Board of Directors, may at its pleasure, appoint members to serve as Committee Heads and specify the duties of each member so appointed.
Each Committee Head shall take direction from the Board of Directors and may recruit such volunteers as necessary to carry out the duties so specified.
Committee meetings may be called by Committee Heads when required.
An agenda shall be set by the person leading any meeting and followed so as to keep on topic.
ARTICLE 5 – Meetings of the Board of Directors
5.1 Location, date and time: The Board of Directors shall meet at a location and at such times as set by the President, provided sufficient notice has been given.
5.2 Quorum:
A majority of the number of directors required by the by-laws of the Organization shall constitute a quorum.
5.3 Votes to Govern:
At all meetings of the Board of Directors, every question shall be decided by a majority of the votes cast on the question.
5.4 Notice of Meeting:
Notice of every meeting so called shall be given to each director by the President, not less than forty eight (48) hours before such meeting.
ARTICLE 6 – Meetings of Membership
6.1 Annual Meetings:
The Board of Directors shall call the annual meeting at a place, date and time they decide with sufficient notice being given to the membership. The purpose of this meeting shall be to elect directors, review the financial statements and transact any other business as may be brought before the meeting.
A nominating committee shall be appointed by the Board of Directors prior to the annual meeting to seek out candidates for open positions on the Board.
6.2 Special Meetings:
The President, or a request made by at least five paid up members, may call a special meeting of the members for urgent matter. Only this business may be discussed.
6.3 Meeting Place
The place of all meetings of the membership shall be determined by the Board of Directors.
6.4 Notice of Meeting:
A notice of place, date and time of a meeting of the members, other than regularly scheduled meetings and a general idea of the business to be transacted, shall be delivered by whatever method is available, to each member at least ten (10) days before the day of the meeting. Accidental omission of such notice, to any member, shall not invalidate any such meeting called.
6.5 Right to Vote:
At any meeting of the members, any paid up member is entitled to cast one vote, any family two votes, providing those casting the vote are at least fourteen (14) years of age.
All questions proposed for the consideration of the members at a meeting shall be decided by a majority of the votes cast thereon.
6.6 Show of Hands:
At all meetings, every question shall be decided by a show of hands, except in the case of the election of Directors and Officers, which shall take place by ballot.
ARTICLE 7 – FINANCIAL YEAR
7.1 The financial or fiscal year of “Your Wardsville” shall end on the 31st day of December in each year.
ARTICLE 8 – Head Office and Official Seal
8.1 The head office of “Your Wardsville” shall be in the Municipality of Southwest Middlesex, in the County of Middlesex, at such place therein as the Board of Directors from time to time determine.
8.2 Official Seal
The Official Seal for “Your Wardsville” shall be that of which an impression appears in the margin, is hereby adopted as an Official seal of the Organization.
ARTICLE 9 – EXECUTION OF DOCUMENTS
9.1 Signing Officers:
All cheques or other orders for payment of money shall be signed by the Treasurer and any one of the following: President, Vice President or Secretary.
9.2
Contracts, documents or other instruments in writing regarding execution by “Your Wardsville” may be signed by any two of the following: President, Vice President, Treasurer or Secretary.
9.3
Instruments so signed shall be binding upon “Your Wardsville” and the Official Seal shall be affixed to such instruments when appropriate.
ARTICLE 10 – DISSOLUTION
Refer to Article 9 of the Constitution. The Board of Directors will notify the Council of the Corporation of the Municipality of Southwest Middlesex, or its successors, of their situation and dissolve the Organization in accordance with their directions.
ARTICLE 11 – EFFECTIVE DATE
This By-Law comes into force as of the 19th day of 2009, and all acts of “Your Wardsville” taken since that time shall be deemed to have been taken in accordance with this By-Law and are hereby confirmed by the Board of Directors and the members of the Organization.
ENACTED THIS: 19th, DAY OF January, 2009.
Secretary Denise Corneil
President Mary Simpson
