BICA Constitution

BAY OF ISLANDS COMMUNITY ASSOCIATION

BY-LAW NO. 1

ARTICLE I

Name

Section 1

The name of the Corporation shall continue to be Bay of Islands Community Association Incorporated under the Corporation Act of the Province of Ontario.

Place

Section 2 

The head office will be located within the Province of Ontario as determined by the Board of Directors.

Seal

Section 3

The Corporation’s Seal of Corporation is shown below.

ARTICLE II

Purposes

Section 1

To represent the interests of the members in an endeavor to foster a harmonious community spirit, to promote conservation of wildlife, and to preserve the unique characteristics of the area whether this be undertaken independently or in cooperation with the various levels of government, other entities, organizations, or individuals.

Areas of Interest/Standing Committees of the Corporation

Section 2

The principal areas of interest of the Corporation will be reflected by the work of the following standing committees including but not limited to:

*Fire and Safety

*Environment

*Membership

*Liaisons (such as GVA, FOCA, McGregor Bay Assoc and Whitefish River First Nation)

*Communications

*Social

*Others as determined by the Board

The geographic area of interest is defined as theeastern region of the North Channel (Bay ofIslands).

Objectives

Section 3 

To act in these and other board areas of interestto the benefit of members and residents.

ARTICLE III

Membership

Section 1

There shall be the following classes of members:

(a) Full Members

(b) Associate Members

(c) Honorary Life Members

Note: Individuals may be nominated and confirmed by the Board for Honorary Life Membership at no fee in recognition of outstandingservice to the Association.

Definition of Members

Section 2

(a) Full Members—All existing members whoare in good standing at the time of passage ofthe By-Law will continue as Full Members andwill be permitted to attend meetings, to vote atmeetings, to serve on Committees, and toreceive mailings. Others may be added asprovided for in this By-Law.

(b) Associate Members—All existing Associate Members in good standing at the time of passage of the By-Law will continue as Associate Members. Any individual or entity, supportive of the objectives of this Corporation may apply for this class of membership with neither voting privileges nor rights to serve on Committees, but with rights to attend meetings and to receive mailings.

(c) Honorary Life Members—Individuals who the Board recognizes as having made a meaningful and lasting contribution to the Bay of Islands Community Association (BICA) may be named Honorary Life Members. This contribution could be a singular act or a series of actions that have made a difference in the efforts of the BICA through environmental initiatives, political action, membership drives, fundraising, long standing volunteerism or any other contribution deemed appropriate by the Board.

Recipients must have been a BICA volunteer, Board Member or otherwise, and need not have been a former President.

The Board Secretary shall maintain a list of Honorary Life Members and the date of their election.

Nomination

Life Members may be nominated by the BICA Board of Directors or the membership at large. All nominations, submitted in writing to the Board, shall be considered by the Board. The BICA Board shall have the final say on who will be awarded an Honorary Life Membership. Honorary Life Members shall be recognized at the subsequent Annual General Meeting.

Posthumous Honorary Life Memberships will be considered by the Board, based upon the same criteria.

Termination of Membership

Section 3

(a) Resignation—Any Member may resign at any time upon giving thirty days written notice.   No return of dues paid can be made.

(b) Failure to Pay Dues—Any Member who has not paid dues for over one year shall be deemed by the Board to have resigned sixty days after the date of mailing of the dues notice for the second year if payment has not been made.

ARTICLE IV

Officers

Section 1

The Officers of the Corporation shall consist of a President or Co-President, a Vice President, a Secretary, and a Treasurer and such other officers as the Board of Directors may from time to time consider necessary.

Section 2

The President, and in his/her absence the Vice President, shall preside at all meetings of the Corporation and of the Board of Directors, sign all written contracts and obligations of the Corporation, except cheques, and shall perform such other duties as the Board of Directors may assign from time to time.

Section 3

The Secretary shall give notice of all meetings and of all elections to the Association, of all meetings of the Board of Directors and shall keep the minutes of such meetings, shall conduct the correspondence, and shall keep the Corporation records.

Section 4

The Treasurer shall collect all dues, keep all accounts, pay all bills, prepare budgets and report the actual whenever requested by the Board.

Section 5

All cheques on Corporation bank accounts shall be signed by such persons as may be named by Resolution of the Board from time to time.

Section 6

Officers of the Corporation shall be elected for a term of three years by the Board of Directors and shall serve until their successors have been elected. Officers shall be eligible for re-election for further three-year terms.

ARTICLE V

Powers

Section 1

The affairs and the property of the Corporation shall be managed and supervised by a variable Board of Officers and Directors of not fewer than seven (7). The total number of Directors to be elected at each annual meeting shall be such number as may be determined from time to time by the Nominating Committee of the Board.

Constitution of the Board

Section 2

The Board shall consist of the Directors to be elected by the Members to give reasonable geographic representation to the various areas in the region, as well as to bring diversity of skill or expertise to the Board. A fixed number of four (4) Directors will be required as a quorum for meetings of the Board. Within one month of the annual election of the Board of Directors, they shall elect from their own number a President, a Vice President, a Secretary, and a Treasurer.

Election, Rotation andTerm of Directors

Section 3

Provided there is a quorum of Directors remaining in office, the Board, by a Resolution passed by a majority of those members of the Board present at a meeting, may fill any vacancy that occurs in the Board. Those appointed shall hold office until the next Annual Meeting and may stand for election to the Board as a new Director.

Removal of Officers and Directors

Section 4      

Any Officer or Director may be removed from their position by a resolution passed by a majority of the Directors present at a properly constituted meeting of the Board called for that purpose. A notice of such a meeting indicating this action must be sent to Directors thirty (30) days in advance.

Section 5      Any Officer may be removed by a resolution passed by a two-thirds majority of the Members at a meeting duly called for that purpose. A notice of the meeting indicating this action must be sent to members thirty (30) days in advance.

Remuneration of Directors and Officers

Section 6

The Directors and Officers shall receive no remuneration for acting as such.

ARTICLE VI

Meeting of Members

Section 1

The Corporation shall hold an Annual Meeting ofMembers in Bay of Islands on such date as theBoard decides. (Normally the first weekend inAugust)

Section 2

Special meeting of Members may be called asdeemed necessary by the Board at a time andplace to be determined by them.

Section 3

Special Meetings must be convened upon thewritten request of one quarter of those full

members in good standing; such meeting mustbe convened by the Board within thirty (30) daysof the receipt of said written request. Suchrequests shall state the purpose of the meetingand be filed with the Secretary, by courier, or faxor registered mail. If the Board fails to call sucha meeting within thirty (30) days, the membersrequesting the meeting may convene the meeting by notice in writing at least fourteen (14)days prior to the meeting to all members whosenames shall be made available by the Treasurer, and shall be capable of transactingbusiness and acting for the Corporation as ifcalled by the Board.

Section 4

No quorum applies to these Annual or SpecialMeetings provided that notices of meeting havebeen mailed to Members at least fourteen (14)days prior to the meeting date. Changes toArticle XIII (Amendments) will require thirty (30)days written notice to all Members prior to themeeting date.

ARTICLE VII

Privileges of Members

Section 1

Full Members in good standing shall have all the privileges of this Corporation including voting privileges.

Section 2

Associate Members shall have all the privileges of the Corporation with the exceptions of voting and serving on the Committees.

Section 3

Honorary Life Members shall have all the privileges of the Corporation except those of

holding office.

ARTICLE VIII

Dues and Assessments

Section 1

The annual dues for a Full Member will be payable no later than July 1st of each year at an amount to be determined by a majority vote of the Board of Directors. A statement showing the amount owed should be provided to each Member by the Treasurer no later than the end of April each year.

Section 2

The annual dues of an Associate Member will also be payable no later than July 1st of each year at an amount to be determined by a majority vote of the Board of Directors. A statement showing the amount owed should be provided to each Associate Member by the Treasurer no later than the end of April of each year.

Section 3 

The Board of Directors may order an assessment of any class of member in any

amount to be determined by a majority vote of the Board of Directors.

Section 4 

The Treasurer shall present to the Board in June of each year a list of those members in arrears.

Section 5

Any charges or assessments of members byStanding Committees of the Corporation shouldbe viewed as “voluntary” and will be made onlyby mutual consent.

ARTICLE IX

Duties of Officers

Section 1 

The President or Co-President of the Corporation shall:

(a) preside at the meeting of the Corporationand the Board.

(b) call meetings of the Board and SpecialMeetings of the Corporation whenever

he/she deems necessary, when a majority ofthe Board directs, or as required by this By-Law.

(c) confirm the members and designate thechairman of all committees except where

otherwise provided.

(d) be a member ex-officio of all committees.

(e) sign all official documents and papers.

(f) be the authorized spokesperson for theCorporation.

Section 2 

The Vice President of the Corporation shall:

(a) assist the President in the performance ofhis/her duties.

(b) preside at all meetings in the absence of thePresident.

(c) succeed to the office of President in case ofa vacancy until a successor can be chosenaccording to the provisions of Article V,Section 3.

Section 3 

The Treasurer of the Corporation shall:

(a) keep a record of all transactions of theCorporation and of the Board of Directors.

(b) collect and deposit in an authorized bankaccount all monies due to the Corporation.

(c) prepare both budget and actual financialstatements using accepted accounting

procedures for discussion and approval atBoard meetings.

(d) at the direction of the Board disburse fundsand keep an accurate account of monies

received and expended.

(e) submit to the Members an annual writtenreport on the financial affairs of the Corporation.

(f) turn over to a successor within fourteen (14)days all books, records, funds, correspondence, receipts, or any material whatsoeverbelonging to the Corporation.

Section 4 

The Secretary of the Corporation shall:

(a) arrange for minutes to be taken at all meetings.

(b) distribute correspondence, notices, data,etc., to the Members, to the Board and to

others as directed by the President.

(c) maintain and update the Corporation filesand records.

(d) file the appropriate notices with variousgovernments in order to ensure that the

Corporation’s obligations to provide information remains current.

(e) keep an electronic data base of all memberswith their names, address and any otherpertinent information about them useful tothe Corporation.

ARTICLE X

Committees

Section 1 

Standing Committee Chairpersons will beappointed by the President for a one year term.Committee Chairpersons may select theircommittee members from the Members in goodstanding, or from other sources they choose,providing anyone not a Member of the Corporation is confirmed by the President.

ARTICLE XI

Books and Records

Section 1

The Directors shall see that all necessary books and records of the Corporation required by theBy-Laws of the Corporation or by any applicablestatute or law are regularly and properly kept.

ARTICLE XII

Execution of Documents

Section 1

Following Board approval, deeds, transfers,licenses, contracts and engagements on behalfof the Corporation shall be signed by either thePresident or Vice President and by theSecretary, and the Secretary shall affix the sealof the Corporation to such.

Contracts in the ordinary course of theCorporation’s operations may be entered into onbehalf of the Corporation by the President, VicePresident, Treasurer or by any person authorized by the Board following Board approval.

The President, Vice President, the Directors,Secretary or Treasurer, or any one of them, orany person or persons from time to timedesignated by the Board of Directors maytransfer any and all shares, bonds, or othersecurities from time to time standing in the nameof the Corporation in its individual or any othercapacity or as trustee or otherwise and mayaccept in the name and on behalf of the Corporation transfers of shares, bonds or othersecurities from time to time transferred to theCorporation, and may affix the corporate seal toany such transfers or acceptance of transfers,and they may execute and deliver under thecorporate seal any and all instruments in writingnecessary or proper for such purposes, including the appointment of an attorney or attorneys to make and accept transfers of shares, bonds or the securities or the books of any company or a corporation.

Notwithstanding any provisions to the contrary contained in the By-Laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the- person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.

ARTICLE XIII

Amendments

Section 1

This By-Law may be amended by a two-third affirmative vote of the Members in good standing at any meeting of the Corporation provided that:

(a) the Board has approved the amendments in advance.

(b) they are mailed to each Member at least thirty (30) days prior to the meeting at which the amendment is to be considered.

ARTICLE XIV

The Board shall review the By-Laws no less frequently than every five years.

Passed by the Board of Directors/AGM    DATE:  August 4, 2018