Bylaws

Passed January 2004

1.0 Interpretation

1.1 In these bylaws, unless the context otherwise requires:

(i) “Directors” mean the members of the Executive Committee of the Association for the time being.

(ii) “Association” means the Old East Village Community Association.
1.2 In these bylaws, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a female person shall include a male person and a corporation.

2.0 Membership

2.1 Any person who subscribes to the Association’s purposes and goals as contained in the Constitution, Bylaws, and Code of Ethics of the Association, is eligible for membership in the Association upon payment of such membership dues as may be established by Resolution of the Executive Committee from time to time. A person is defined as: any individual who:

(i) is 18 years of age or older, and resides within the
boundaries of the Association as defined in Section 2.0 of the Constitution of the Association, or (ii) owns residential property within the boundaries of the Association as defined in Section 2.0 of the Constitution of the Association.

2.2 The amount of the membership fee shall be set at $10.00 per year. The amount of the annual membership fee may be reassessed by the Executive Committee, but any reassessment must be approved by the membership at the Annual General Meeting of the Association.

2.3 The payment of the membership fee, if any, entitles the person who pays the fee and members of that person’s household who are aged 18 years or older to membership.

2.4 Membership shall be for the fiscal year. The fiscal year to which the membership fee applies shall be printed on the receipt issued to the member.

2.5 The membership fee may be waived by the Executive Committee for particular persons or households in the event of demonstrated financial hardship.

2.6 The membership list shall be kept under the strict care and control of the Secretary of the Association for the exclusive legitimate interests of the Association alone.

3.0 Officers and Directors

3.1 The Officers of the Association shall be the President, the Vice-President, the Secretary and the Treasurer.

3.2 The Executive Committee of the Association shall consist of the Officers of the Association, the Immediate Past-President if that person is available to serve, and eight (8) Directors-at-Large elected at the Annual General Meeting of the Association.
(AMENDED: April 2010 and September 2013)

3.3 The Directors of the Association shall number thirteen (13) if the Immediate Past-President agrees to serve, and twelve (12) if the position of Immediate Past-President is not filled. (AMENDED: April 2010 and September 2013)

3.4 The Directors may exercise all such powers and do all such things and acts as the Association may exercise and do and which are not by this Constitution, Bylaws, and Code of Ethics or by statute or otherwise lawfully directed or required to be exercised or done by the Association in general meeting but subject, nevertheless, to the provisions of:

(i) all laws affecting the Association;

(ii) this Constitution, Bylaws, and Code of Ethics; and,

(iii) rules not being inconsistent with this Constitution, Bylaws, and
Code of Ethics which are made from time to time by the members in general meeting.

3.5 No rule made by the Association in general meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.

3.6 To be eligible to serve as an Officer of the Association, a member must be a full-time resident of the community as described in Section 2.0 of the Constitution of the Association.

3.7 The members of the Association may, by Special Resolution in the prescribed form, remove a Director before the expiration of her term of office and elect a successor to complete the term of office.

3.8 No Director may be remunerated for being or acting as a Director but a Director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Association.

4.0 Terms of Office

4.1 The term of office for all Directors of the Association shall be two (2) years.

4.2 No member shall be permitted to hold the same office for more than two
consecutive terms unless a candidate for the office is not available at the Annual General Meeting.

4.3 Notwithstanding the foregoing, the Treasurer and the Secretary shall be eligible for re-election each term for an indefinite period.

4.4 The terms of office of the Directors shall be staggered so that half the positions on the Executive Committee shall be elected by the membership at each Annual General Meeting.

4.5 A Director may be removed from office if: (i) s/he acts in a manner deemed to be prejudicial to the interests of the Association in the opinion of at least two-thirds of the Executive Committee; and, (ii) if, at a General Meeting of the Association, a Special Resolution prepared and advertised in the prescribed form receives the assent of at least two-thirds of the members in attendance. A Director may be removed from office for
non-appearance at regularly-scheduled executive committee meetings by a vote of twothirds of the Executive Committee members under the following conditions: (i) failure to attend three of any six consecutive meetings; or (ii) failure to attend three of any twelve consecutive meetings without notice of regrets to the secretary of the association. (AMENDED: September 2013)

4.6 The Executive Committee may fill any vacancy that occurs on the Executive Committee during the term by the appointment of a member to the position.

5.0 Quorum

No votes shall be taken on any issue at any Annual General Meeting, General Meeting, Executive Committee meeting, Standing Committee meeting or Special Committee meeting unless a quorum of its members are present.

5.1 A quorum for the Annual General Meeting or General Meeting shall consist of 25 members of the Association plus the majority of the Executive Committee.

5.2 A quorum for the Executive Committee shall consist of a majority of the Directors.

5.3 A quorum for Committees of the Association shall consist of a majority of the members of the Committee.

6.0 Termination and Forfeiture of Membership

6.1 A person shall cease to be a member of the Association:

(i) by delivering a resignation in writing to the Secretary of the Association or by mailing or delivering it to the address of the Association; or

(ii) on the death of that person; or

(iii) on ceasing to be a member in good standing; or

(iv) on being suspended or expelled from membership.

6.2 The Directors shall have the power, with the written agreement of at least six (6) of the Directors of the Association, to expel or suspend any member whose conduct shall have been determined by the Directors to be improper, unbecoming or likely to damage the interest or reputation of the Association. No member shall be expelled or suspended without notice of the charge against her and without having first been given
the opportunity to be heard by the Directors at a meeting called for that purpose.

6.3 Any member of the Association whose membership has been suspended or withdrawn by the Executive Committee shall have the right to appeal this decision to the membership at the next General Meeting of the Association. If this right is exercised by the member, the decision to withdraw or suspend that person’s membership shall be
confirmed or overturned by a majority vote of the membership at that meeting.

7.0 Proceedings at General Meeting

7.1 The President of the Association shall act as the chair of General Meetings. In the absence of the President, the Vice-President shall act as chair or, in the absence of both, one of the other Directors of the Association shall preside as chair for the general
meeting.

7.2 No business, other than the election of a chair if the President and Vice-President are absent and the adjournment or termination of the meeting, shall be conducted at a General Meeting when a quorum is not present.

7.3 If, at any time during the meeting, there ceases to be a quorum, present business then in progress shall be suspended until there is a quorum present or the meeting is adjourned or terminated.

7.4 A General Meeting may be adjourned from time to time and from place to place but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

7.5 In the case of an equality of votes, the Chair shall not have the casting or second vote in addition to the vote to which she may be entitled as a member and the proposed motion or resolution shall fail.

7.6 A member in good standing present at a General Meeting is entitled to one vote.

7.7 Voting is by show of hands, or by ballot:

(i) at the discretion of the chair; or

(ii) upon a motion which obtains majority approval.

7.8 Voting by proxy is not permitted.

7.9 A person who is not a member in good standing may not speak on any question unless specifically authorized by the Chair.

7.10 Any member desiring to bring a motion at a General Meeting of members of the Association shall give the Secretary of the Association notice of such motion, together with the name of his seconder, at least five (5) calendar days prior to the scheduled date of the Association meeting.

8.0 Proceedings of the Executive Committee

8.1 The Executive Committee may meet together at such places as it chooses for the dispatch of business, adjourn and otherwise regulate the meeting as they see fit.

8.2 The President may, at any time, and the Secretary may, upon the request of three (3) Directors, convene a meeting of the Executive Committee.
8.3 The President shall chair meetings of the Executive Committee but, if at any meeting, the President is not present within 15 minutes of the time appointed for the commencement of the meeting, the Vice-President shall act as chair but, if neither are present, the Directors may choose one of their number to chair that meeting.

8.4 The Directors may delegate any but not all of their powers to committees of such Directors and Members as they think fit. A committee so formed in the exercise of their powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors and shall report every act and thing done in the exercise of those powers to the earliest meeting of the Executive Committee to be held after it has been
done.

8.5 The members of committees may meet and adjourn as they see fit.

8.6 Questions arising at any meeting of the Executive Committee and committees established by the Executive Committee shall be decided by a majority of votes. In the case of an equality of votes, the chair of that meeting shall not have a second or casting vote and the motion shall fail.

8.7 A resolution in writing, signed by all the Directors and placed with the minutes of the Executive Committee, is as valid and effective as if regularly passed at a meeting of the Executive Committee.

8.8 Chairs of all duly-established sub-committees of the Association shall be deemed to be members of the Executive Committee of the Association ex officio during their tenures. (ADDED: April 2010)

8.9 Ex officio members of the Executive Committee shall not cast votes during proceedings of the Executive Committee. (ADDED: April 2010)

9.0 Nominations and Elections

9.1 Nominations for elected positions with the Association will be accepted at the General Meeting immediately prior to the Annual General Meeting. All nominees for positions with the Association will have the opportunity to address the Membership at the Annual General Meeting, after which a vote by ballot will be held in the absence of the nominees.

10.0 Spending Authority

10.1 The funds of the Association may be disbursed on the authority of the Executive Committee, according to the procedure agreed by the Executive Committee and revised from time to time as required.

11.0 Signing Authority

11.1 All disbursements of the Association shall be by cheque drawn on the account of the Association and held at a chartered bank or credit union.

11.2 All cheques drawn on the account of the Association shall be prepared by the Treasurer and shall be signed by any two of the following:

(i) the President;

(ii) the Vice-President; and

(iii) the Treasurer.

12.0 Duties of Officers

12.1 The President shall:

(i) preside at general and special meetings of the Association; and,

(ii) act as the official spokesperson of the Association; and,

(iii) preside at meetings of the Executive Committee; and,

(iv) sign all official correspondence from the Association; and,

(v) exercise general supervision over the affairs and activities of the Association; and,

(vi) prepare the Agenda for all General and Special Meetings of the Association; and,

(vii) perform the other normal duties of a president; and,

(viii) perform such other duties as the membership may prescribe; and,

(ix) act as mediator in the event of conflict within the Association.

12.2 The Vice-President shall:

(i) perform the duties of the president in his or her absence, or when specifically delegated by the President; and,

(ii) assist the President in the performance of his or her duties; and,

(iii) perform the other normal duties of a vicepresident; and,

(iv) perform such other duties as the membership may prescribe; and,

(v) in the event the president resigns or is removed from office, assume the duties of the president until the next Annual General Meeting.

12.3 The Treasurer shall:

(i) maintain appropriate books of account and financial records; and,

(ii) maintain custody of the funds of the Association; and,

(iii) prepare and present Annual Financial Statements at the Annual General Meeting; and,

(iv) prepare periodic financial reports to the Executive Committee; and,

(v) assist the President in the preparation of the annual budget; and, (vi) perform the other normal duties of a treasurer; and.,

(vii) perform such other duties as the membership may prescribe.

12.4 The Secretary shall:

(i) keep the minutes of each meeting of the Executive
Committee; and,

(ii) keep the minutes of all General and Special Meetings of the
Association; and,

(iii) keep the official copies of the regulations of the Association; and,

(iv) be the custodian of the minutes of the Association and all other official documents, including the membership roll; and,

(v) perform the other normal duties of a secretary;
and,

(vi) perform such other duties as the membership may prescribe.

12.5 The Immediate Past-President shall:

(i) provide guidance to the President and Executive Committee; and,

(ii) perform tasks delegated by the President; and,

(iii) perform such other duties as the membership may prescribe.

13.0 Bylaws and Rules of Order

13.1 These bylaws shall not be altered or added to except by Special Resolution.

13.2 Meetings of the Association and its Executive Committee shall be conducted by reference to Robert’s Rules of Order and standard parliamentary practice.

14.0 Omissions and Irregularities

14.1 No proceedings of the Association or of its Executive Committee shall be invalidated by any accidental omission to give notice or by any irregularity in proceedings of any meeting of members of the Association or its Executive Committee.