The members of the Amherstburg Taxpayers Association met on September 26, 2019 to approve the General By-law or "Constitution" of the A.T.A. Below is the full text of the Constitution.
AMHERSTBURG TAXPAYERS ASSOCIATION
INC.
“A.T.A.”
GENERAL BY-LAW OR
“CONSTITUTION”
DEFINITIONS
1) In
this by-law the following definitions apply:
a) “Act”
means the Ontario Corporation Act from
time to time in force and all amendments to it.
b) “Board”
means the Board of Directors of the A.T.A.
c) “Directors”
mean the Directors of the A.T.A. as defined in this By-Law.
d) “Member”
means a Member of the A.T.A. as defined in this By-Law.
e) “Association”
means the Amherstburg Taxpayers Association.
OBJECTS
2) The
objects for which this corporation is incorporated are:
a) To
foster and facilitate, by all methods, public awareness of the source, quantum,
manner, efficient of use, wisdom of use, or other issues associated with the
expenditure of local government funds, whether characterized as capital or
operating expenditures or otherwise.
b) To
foster and facilitate, by all methods, the analysis, debate, and discussion of
the source, quantum, manner, efficiency of use, wisdom of use, or other issues
associated with the expenditure of local government funds, whether
characterized as capital or operating expenditures or otherwise.
c) To
encourage and promote the involvement of all Amherstburg residents in local
self-government;
d) To
carry out activities with the purpose of benefit for its member and any income,
profits or other accretions to the Association shall be used in promoting the
purposes of the Association.
e) To
attend to issues and matters arising from the purposes of the Association.
MEMBERSHIP
1) Any
resident of Amherstburg, Ontario who is 18 years of age may become a Member.
2) A
person may seek membership by making an application to the Association
prescribed form and paying the applicable membership fee.
3) A
Member shall be entitled to a single vote at meetings of the A.T.A. and shall
be entitled to hold offices as a Director.
4) Membership
in the Association is not transferable.
5) Every
Member shall comply with these by-laws.
6) Members
shall determine Membership fees from time to time at a meeting of members upon recommendation
from the Board.
7) A
Member shall be in good standing when the Membership fee has been paid for the
current year and for the additional period of thirty (30) days beyond the
Member’s renewal date.
BOARD MEETINGS
8) The
Meeting Secretary shall ensure that Notice of a meeting shall be given to every
Director at least three (3) days before the meeting. Notice may be effected by
email or Facebook direct message.
9) At
all meetings of the Board every question shall be decided by a majority of the
votes cast on the question. In the case of an equality of votes, the motion is
lost.
10) At
the meeting of the Board of Directors each Director exercises one (1) vote.
11) Quorum
at a meeting of the Board shall consist of at least four out of the seven Directors.
12) No
business, other than the adjournment or termination of the meeting, shall be
conducted at a meeting at a time when a quorum is not present. If at any time
during a meeting there ceases to be a quorum present, the meeting shall be adjourned
or terminated.
ANNUAL GENERAL MEETING (A.G.M.)
13) The
annual general meeting of the Members shall be held at any place in Amherstburg
as the Directors may determine and on such day as the Directors appoint.
14) An
annual meeting of the Members shall be held once in every calendar year and not
more than fifteen (15) months after the adjournment of the previous annual
meeting of Members.
15) The
annual meeting will be held with the purpose of:
a) hearing
and receiving reports from the Directors;
b) receiving
the financial statement, if any;
c) receiving
the report of the auditors, if any;
d) authorizing
the Directors to sign financial statements on behalf of the Association;
e) appointing
auditors for the following year, if necessary;
f) holding
elections of Directors;
g) transacting
other business properly brought before the meeting.
SPECIAL MEETINGS
16) Any
other meeting of the Members (“Special Meeting”) shall be held at any place in
Amherstburg as the Directors may determine and on such day as the Directors
appoint. The Members may consider and transact any business either special or
otherwise at any meeting of the Members.
17) The
Directors may call a special meeting of the Members for the transaction of any
business, the nature of which is specified in the notice calling the meeting.
18) The
Meeting Secretary shall call a special meeting of Members upon written request
by twenty per cent (20%) or more of the Members provided such request:
a) States
the purpose of the meeting;
b) Is
signed by the Members requesting the special meeting; and
c) Is
received by the Meeting Secretary.
19) The
Meeting Secretary shall schedule this meeting to occur within 30 days of
receiving the written request, and shall deliver not less than 3 days notice to
all the Members.
20) The
Meeting Secretary shall ensure that Notice of a Special Meeting shall be given
to every Member at least three (3) days before the meeting. Notice may be
effected by email, or Facebook direct message, or Facebook post on the Facebook
page of the A.T.A.
RESOLUTIONS IN WRITING:
21) A
resolution in writing, signed by all the Directors entitled to a vote on that
resolution of a meeting of Directors or committee of Directors, is as valid as
if it had been passed at a meeting of Directors or committee of Directors.
PROCEEDINGS OF MEETINGS
22) All
meetings of the A.T.A. shall be run in accordance with Roberts Rules of Order
Newly Revised.
QUOROM FOR SPECIAL MEETINGS
23) Ten
(10) Members present in person constitute a quorum at a Special Meeting of
Members. No business, other than the election of a chairman and the adjournment
or termination of the meeting, shall be conducted at a meeting at a time when a
quorum is not present. If at any time during a meeting there ceases to be a
quorum present, the meeting shall be adjourned or terminated.
SUSPENSION OF MEMBERS
24) The
conditions under which Membership in the A.T.A. ceases:
a) By
delivering a resignation in writing to the Membership Secretary or by mailing
or delivering it to the address of the A.T.A.;
b) At
death;
c) On
being expelled, or;
d) On
having been a Member not in good standing for thirty (30) days;
e) Failure
to fulfill the minimum requirements of being a Member.
25) The
Directors shall have the power by vote of two thirds of those present at duly
convened meeting to expel or suspend any Member whose conduct shall have been
determined by the Directors to be improper, unbecoming, or in conflict with the
interest of reputation of the A.T.A. or who willfully commits a breach of
Constitution, By-laws or Rules and Regulations of the A.T.A.
26) No
Member shall be expelled or suspended as aforesaid without being notified of
the charge or complaint against the Member or without having first been given
the opportunity to be heard by the Directors at a meeting of the said Directors
called for that purpose.
27) Notice
of intention to suspend or expel a Member, setting forth the reasons for such
intended suspension and fixing the time and place for the meeting at which the
resolution to suspend shall be heard by the Directors shall be sent to the Member
via email or via private Facebook message.
BOARD OF DIRECTORS
28) The
affairs of the Association shall be managed by a Board of Directors composed of
seven (7) Members who shall be known collectively as the “Directors” of the
“Board of Directors.”
29) At
the first meeting of the Directors, the Directors shall elect a Chairperson,
and a Vice-Chairperson.
30) For
as long as the Board of Directors is composed of seven (7) Directors, four (4)
Directors shall constitute a quorum.
31) Each
Director shall be a Member who is not an undischarged bankrupt.
32) Members
may, by a resolution passed at an A.G.M. or Special Meeting of Members, remove
any Director from office and may, by a majority of the votes cast at the
meeting, elect any person to fill the vacancy thereby created for the remainder
of the term.
33) Each
Director shall hold office until the next A.G.M. after election to office or
until a successor has been duly elected and qualified.
34) Directors
shall serve until the commencement of the subsequent Annual General Meeting.
OFFICERS
35) The
Board of Directors shall appoint a person to serve as Membership Secretary.
36) The Board of Directors shall appoint a person
to serve as Meeting Secretary.
37) The
Board of Directors shall appoint a person to serve as Treasurer.
38) The
MEETING SECRETARY shall attend all meetings of the A.T.A. and Board of
Directors and keep minutes of same. The Meeting Secretary shall preserve and
retain custody of the minutes.
39) The
MEMBERSHIP SECRETARY shall keep a complete record of the Membership and the
contact information of the Members.
40) The
TREASURER shall account for the funds of the Association, keep proper records
of said funds, receipts, books and disbursements as necessary for the Board of
Directors and the provisions of the Corporations
Act (Ontario). The Treasurer will present an accounting statement whenever
required by the Board of Directors and will present a statement of the
financial position of the group at the annual general meeting. A copy of the
annual statement will be submitted to the secretary for inclusion in the record
of the Association Statement.
DUTIES OF THE DIRECTORS
41) Directors
of the Board will attend Board meetings regularly and on time.
42) If
a Director misses two consecutive meetings, the Meeting Secretary shall call the
Director in question and provide a written warning in addition to the call.
Three meetings consecutively missed shall automatically dismiss the Director
from office, unless a vote of the Board of Directors excuses the absenteeism.
43) In
the event that a vacancy occurs on the Board of Directors, the remaining
Directors may continue the business of the Association, unless the number of
Directors falls below four (4).
44) If
the number of Directors falls below five (5), the Directors shall hold a
Special Meeting of the Members to fill vacancies on the Board of Directors,
with such meeting not being held later than the 30th day after which
the number of Directors fell below five (5).
45) Directors
will be well informed of agenda items in advance.
46) The
Directors shall have power to authorize expenditures on behalf of the
Association from time to time and may delegate by resolution to an officer or Member
of the Association.
FINANCES
47) The
financial year of the Association will terminate on the 31st of
December each year or at such date as the Board of Directors determines by
resolution.
48) The
Board of Directors shall designate, by resolution, a minimum of two (2)
individuals as authorized to transact the banking business of the, or any part
thereof that the Board of Directors has designated as the business, including
the power to make, sign, draw, accept, endorse, lodge, or deposit or transfer
cheques, drafts, money orders for the payment of money. The two individuals
need not be Directors.
BOOKS AND RECORDS
49) The
Directors shall see that all necessary books and records of the Association
laws of the Association or by any applicable statute of law are regularly and
properly kept.
RULES AND REGULATIONS
50) The
Board of Directors may prescribe such rules and regulations not inconsistent
with these by-laws relating to the management and operation of the Association
as the expedient, provided that such rules and regulations shall have force and
effect at the next annual general meeting of the Members of the Association
when they shall be confirmed, and failing such confirmation at such annual
general meeting of Members, shall and from that time cease to have any force
and effect.
AMENDMENT OF BY-LAWS
51) The
BYLAWS of the Association that are not embodied in the Articles of
Incorporation may be amended, enacted or repealed by motion duly passed by a
majority of the Directors meeting of the Board of Directors and sanctioned by
an affirmative vote of at least two-thirds (2/3) of the Members at a meeting
duly called for the purpose of considering the said by-law..
ENACTMENT
52) This
Constitution shall come into force without further formality upon its enactment
after approved by the Members of the Association as herein set out.
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