ARTICLE 1: INTERPRETATION
1.1 Defined Terms. In this by-law, and all other by-laws and resolutions of the Corporation, unless the context requires otherwise:
(a) "Act" means the Corporations Act, R.S.O. 1990, c. C.38, as amended or
re-enacted, together with the regulations made pursuant thereto and any statute or
regulations that may be substituted therefor, as amended from time to time;
(b) "Articles" means the letters patent of the Corporation and any supplementary letters patent issued to the Corporation to amend or restate them from time to time;
(c) "The corporation" means MiltonGreen Environmental Association Incorporated (MGEA);
(d) "Board" means the board of directors of the Corporation;
(e) "by-laws" means this by-law and all other by-laws of the Corporation as amended from time to time, and from time to time in force and effect;
(f) "meeting of members" means any meeting of members, whether annual or special unless expressly stated to the contrary; and
(g) "person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his/her capacity as trustee, executor, administrator, or other legal representative.
(h) a “quorum” is defined as >50% of acting Directors of the corporation, unless otherwise specifically provided by statute or by the by-laws.
1.2 Statutory Definitions. Save and except as aforesaid, all the words and terms appearing in this by-law shall have the same definitions and application as in the Act.
ARTICLE 2: DIRECTORS
2.1 Board. Until changed in accordance with the Act, the business and affairs of the Corporation shall be managed by the Board, who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the by-laws or any resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a meeting of members. The applicants for incorporation as set out in the Articles shall be the first directors of the Corporation whose term of office on the Board shall continue until their successors are elected or appointed. Thereafter, the number of Directors shall be adjusted as for capacity. The number of Directors shall be determined by a vote in a meeting of the Board and shall be a minimum of three (3) and a maximum of seven (7) Directors, in accordance with and pursuant to the related provisions and requirements of the Act, unless and until changed by special resolution of the Corporation or as otherwise may be required by the Act.
2.2 Qualifications. Any individual is eligible to run for and hold an elected position as a director on the Board; provided that such person shall be eighteen (18) or more years of age; and shall either: (a) be nominated by a member in good standing who shall provide notice of such nomination to the Board not less than four (4) days before the date of a general meeting of the members involving the election of directors; or (b) be nominated by the Nominations Committee following a process determined by the Board.
2.3 Term. A director’s term of office (subject to the provisions, if any, of the Articles) shall be from the date of the meeting at which he or she is elected or appointed until the next annual meeting where that position is scheduled for election, or until their removal or resignation, whichever comes first. Directors may continue to serve until their successor is duly elected or appointed, unless the number of directorship positions is reduced by special vote of the directors, after which there is no vacancy to fill. The maximum term for any position on the board is three (3) years. There is no restriction to the number of consecutive terms a director may serve.
2.4 Election. Directors shall be elected by the members of the Corporation in a general meeting on a show of hands unless a poll is demanded; and if a poll is demanded, such election shall be by ballot. Subject to the provisions of this by-law, directors shall be eligible for re-election. Retiring directors shall continue in office until their successors shall have been duly elected or appointed.
2.5 Vacancy. From time to time in the event of any vacancy however caused or occurring in the Board (except through an increase in the number of directors), the directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of the members, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of the members. A person ceases to be a director of the Corporation:
(a) if he/she becomes a bankrupt or suspends payment or compounds with his/her
creditors or makes an authorized assignment or is declared insolvent;
(b) if he/she is found to be mentally incompetent or of unsound mind;
(c) if he/she is found to have a criminal record;
(d) if by notice in writing to the Secretary of the Corporation he/she resigns his/her office; or
(e) if he/she dies.
If a meeting of the members fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.
2.6 Removal. The members of the Corporation may, by resolution passed by at least two-thirds (2/3rds) of the votes cast at a meeting of members of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his/her term of office and may, by majority of the votes cast at such meeting, elect any member in his/her stead for the remainder of his/her term.
The Board has the right to request or demand the resignation of any director if he/she is absent from three (3) consecutive meetings of the Board without obtaining the prior consent of the Board. The board will make 2 attempts to communicate with the absent Director by 2 Directors in writing/email and should the absent Director not respond within 30 days, the Board can terminate the absent Director by sending them a termination notice.
2.7 Chair. It shall be the duty of the Chair to:
- preside over all meetings of the Directors of the Corporation.
- decide on all questions of order at the meetings of the Directors of the Corporation.
- advance the interests of the Corporation.
2.8 Vice-Chair. It shall be the duty of the Vice-Chair to take on the duties of the Chair in the event that the Chair cannot perform his/her duties.
2.9 No Remuneration. The directors of the Corporation shall serve without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that director may be paid reasonable expenses incurred by him/her in the performance of the director's duties.
2.10 Interests and Declarations. Subject to the provisions of any applicable legislation or any applicable policy adopted by the Board from time to time, no director of the Corporation shall be disqualified by his/her office from contracting with the Corporation, nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or in which any director is in any way interested be liable to account to the Corporation or any of its members or creditors for any profit realized from any such contract or arrangement, by reason of such director holding that office or the fiduciary relationship thereby established. It shall be the duty of each and every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Corporation to declare such interest to the extent, in the manner and at the time required by the Act or any applicable policy adopted by the Board from time to time.
2.11 Indemnity. The Corporation will pay the cost to defend its directors and officer and indemnify them and save them harmless from any and all damages and/or losses resulting from their activities on behalf of the Corporation, but only to the extent of coverage with the Corporation’s insurer for Commercial General Liability Coverage and Directors’ & Officers’ Liability Coverage, if any; except for such damages and/or losses occasioned by their own neglect or default.
ARTICLE 3: OFFICERS, COMMITTEES
3.1 Appointments. The Board shall annually, or as often as may be required, appoint a President, a Secretary and a Treasurer. The said officers may but are not required to be members of the Board. The offices of Secretary and Treasurer may, in the discretion of the Board, be held by the same person who may but need not be known as the Secretary-Treasurer.
The Board may also appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.
3.2 Removal, Vacancy. All officers in the absence of agreement to the contrary shall be subject to removal by resolution of the Board at any time with or without cause, subject to provisions in the Employment Standards Act, 2000, if applicable. If the office of the President, Secretary or Treasurer, shall be or become vacant by reason of death, resignation, disqualification, or otherwise, the Board may elect or appoint an officer to fill such vacancy.
3.3 Delegation. In the case of absence or inability to act of the President or any other officer of the Corporation or for any other reason that the directors may deem sufficient, a director may put a motion forward to delegate all or any of the powers of such officer to any other officer, director or member for the time being. In order for this specific delegation to take place under the described special circumstance, the following actions must take place and be documented in the corporation’s records: Legitimate reason for the delegation, list of supporting evidence, name and signature of the director to put the motion forward, name and signature of a separate director as witness, action to be confirmed by with a majority vote of directors.
3.4 President. It shall be the duty of the President to:
- preside over all meetings of the Corporation
- advance the interests of the Corporation.
- Decide on all questions of order
- act as sole spokesperson for the Corporation unless the President turns this responsibility over to another officer or director.
- perform any other duty conferred on him/her by direction of the Board.
3.5 Secretary. It shall be the duty of the Secretary to:
- attend all meetings of the Corporation and act as secretary of such meetings unless the Chair appoints a member to do so, including publishing minutes of those meetings, if required by the Act or the by-laws or as may otherwise be directed by the Board.
- fulfill all other secretarial duties for the Corporation, including having charge of the minute books of the Corporation and the documents and registers referred to in the Act.
- perform any other duty conferred on him or her by direction of the Board.
3.6 Treasurer. It shall be the duty of the Treasurer to:
- oversee receipt of all money belonging to the Corporation, which shall be deposited in a chartered bank or trust company approved by the Board.
- oversee payment of all bills approved by the Board.
- report on the financial status of the Corporation to the Board as often as required.
- prepare a budget prior to each fiscal year for approval by the Board.
- perform any other duty conferred on him/her by direction of the Board.
3.7 Standing or Special Committees. The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
3.8 Nominations Committee. The Nominations Committee’s duty is to seek out new directors. The Committee will be comprised of a minimum of two sitting directors and may include other directors or officers as required.
3.9 Committee duties:
- Directors will appoint or have committee choose a committee chair
- Take minutes of meetings
- Report findings at general meetings
ARTICLE 4: MEETINGS OF DIRECTORS
4.1 Regular or Special Meetings. The Board shall hold as many meetings of the Board as it deems necessary to properly conduct the affairs of the Corporation. The Board shall determine the timing and location of such meetings. A meeting of the Board may be called and convened by the President of the Corporation or any two (2) directors at any time.A meeting of the Board may be called and convened by the President of the Corporation or any two (2) directors at any time. Notice of any meeting of the Board shall be delivered or mailed or sent by fax, email or otherwise communicated to each director not less than seven (7) days (exclusive of the day on which the notice is delivered or mailed or sent by fax, email or otherwise communicated but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their assent in writing or by email to such meeting being held in their absence.
Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director.
4.2 Voting, Quorum. Each director shall be entitled to have one (1) vote at any meeting of the Board, and a quorum for the transaction of business at any meeting of the Board shall be the presence in person and/or via telephone and/or internet transmission, and a majority of the authorized number of directors on the Board shall form a quorum for the transaction of business, i.e. five (5) directors.
The Board shall diligently attempt to reach consensus amongst its members on any and all questions and matters before it. In the event of an inability to reach such consensus, such questions and matters shall be decided by a full quorum of the Board. A written record of such voting must be kept by the Secretary of the Corporation.
4.3 Advisors. The Directors may from time to time appoint advisors to assist in conducting the affairs of the Corporation. The advisors will generally serve for a limited time, will be entitled to attend all meetings of the Board, but will have no power to vote.
ARTICLE 5: MEMBERSHIP
(a) Non-voting Members shall be only those who: are presumed to be a competent person; share the Vision, Mission, Values of the Corporation; and keep an updated profile in the corporation’s records.
(b) Voting Members shall be only those who: are presumed to be a competent person; share the Vision, Mission, Values of the Corporation; keep an updated profile in the corporation’s records; and meet or exceed the MGEA Volunteer Qualification Standard for membership. The Volunteer Qualification Standard is defined by the board and may change from time to time.
5.2 Classes of Membership. The Board shall from time to time create and constitute such class(es) of membership in the Corporation as it deems necessary or desirable and shall prescribe the terms and conditions of any such class(es), including but not limited to the following classes:
(a) Regular Membership is open to any person or family who has paid an annual fee and shares the vision and values of the Corporation. Regular Members are entitled to vote.
(b) Honorary or Life Membership is open to any person regardless of age who shares the vision and values of the Corporation. Honorary or Life Members are not required to pay any membership fee and are not entitled to vote or receive any of the other benefits given to Regular Members.
(c) Other categories as may be determined from time to time by the Board.
5.3 Termination. The Board may, by way of a resolution passed by a majority vote, terminate any membership for just cause. For the purposes of termination, “just cause” may include, but not be limited to, the Board determining in its sole and absolute discretion that a member is not acting in the interests of the Corporation or is behaving in a manner conflicting with the Articles or the by-laws or for non-payment of membership fees.
5.4 Resignation or Death. Any member of the Corporation may resign as a member of the Corporation by letter addressed and delivered to the Secretary of the Corporation at the head office of the Corporation. The interest of any member of the Corporation who is an individual is not transferable and lapses and ceases to exist upon that member’s death.
5.5 Term. A member’s term (subject to the provisions, if any, of the Articles) shall be from the date they become a member until the end of the next annual general meeting at least eight (8) months after the individual’s membership term began, or until their removal or resignation, whichever comes first.
ARTICLE 6: MEETINGS OF MEMBERS
6.1 Persons Entitled To Be Present. Unless resolved to the contrary by the Board, the general public shall be entitled to attend an annual or special meeting of the members of the Corporation. In addition to the general public, as aforesaid, the persons otherwise entitled to attend a meeting of members shall be those members in good standing and entitled to vote thereat, the accountants or auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the Articles or the bylaws to be present at the meeting, and any other person or group who may be admitted to an annual or special meeting upon the invitation of the Executive Director of the Corporation or with the consent of the meeting.
6.2 Notice. A notice stating the day, hour and place of meeting of members and the general nature of the business to be transacted shall be delivered to each member of such meeting not less than fourteen (14) days and not more than thirty (30) thirty days before the date of every meeting. The notice shall be sent by email to the email address of each such member and of the auditors or accountants as appear on the books of the Corporation, or if no email address is given therein, then to the last mailing address of each such member or auditors or accountants known to the Secretary of the Corporation
Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditors or accountants of the Corporation. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or by the auditors or accountants of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
6.3 Proxies. At any meeting of members, a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such proxy, the same voting rights that the members appointing him or her would be entitled to exercise if present at the meeting. A proxy need not be a member of the Corporation. An instrument appointing a proxy shall be in writing. An instrument appointing a proxy shall be acted on only if, prior to the time of voting, it is deposited with the Secretary of the Corporation or of the meeting or as may be directed in the notice calling the meeting.
6.4 Voting. In order for an item to be included on the agenda at a regular or special called meeting: 1) the item must be submitted in writing to the board a least 30 days prior to the scheduled date of the meeting; and 2) the item must be approved by a majority vote of the board. In such circumstances, should the item require a vote, it shall be answered by a majority vote of members present by a show of hands. In case of an equality of votes, a tie shall be broken by the Chair of the meeting.
Each Voting Member shall be entitled to one (1) vote if present at a meeting in person or by proxy unless otherwise specifically provided by statute or by the by-laws.
At any meeting of members, unless a poll is demanded by a member in accordance with the provisions of Section 6.6, below, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number of proportion of votes recorded in favour of or against the motion.
6.5 Polls. If at any meeting of members a poll is demanded by any member on the election of a President or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded by any member on any other question, it shall be taken in such manner and either at once or later at the meeting or after adjournment as the President directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. With respect to a demand for a poll, the question of taking such a poll will be subject to the voting provisions set out in Section 6.5, above, and the demand for a poll may be withdrawn at any time until such vote.
6.6 Adjournments. The Chair of a meeting of members may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
ARTICLE 7: FISCAL MATTERS
7.1 Financial Year. The financial year end of the Corporation shall be February 28, unless in conflict with regulations in which case the Board may by resolution change the financial year end of the Corporation in compliance with regulations.
7.2 Audit. The members of the Corporation will, if required by law, at each annual meeting of the members appoint accountants or auditors to audit the accounts of the Corporation for reporting to such members, who shall then hold office until the next following annual meeting; provided that the Board may by resolution fill any vacancy after such appointment is made.
7.3 Bank Accounts, Investments, Signing Authority. The Treasurer of the Corporation shall keep and maintain a general chequing account at a chartered bank or trust company approved by the Board during his/her term of office. This account shall be used for transactions related to the day-to-day operations of the Corporation. The Treasurer may invest: 1) amounts from any funds that are not needed for ongoing expenditures, and 2) any grant amounts which are required to be invested in an interest-bearing account, in accordance with policies established by the Board from time to time.
All cheques, drafts or order for the payment of money and all notes and acceptances and bills of exchange shall be signed by one (1) of the signing officers as appointed by resolution of the Board from time to time.
ARTICLE 8: CONTRACTS
8.1 Binding Authority. Contracts, documents, or any instruments in writing that require the signature of the Corporation may be signed by the President of the Corporation together with one (1) of the Chair, Vice-Chair, Secretary, or Treasurer, in accordance with policies that may be established from time to time by the Board. All contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board is otherwise authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
ENACTED August 12, 2017
WITNESS the corporate seal of the Corporation.
Name: Ian Cook
Title: President/Chairman of Board
Name: Jim Steeves