CYCLE ONTARIO ALLIANCE
Members Information
Bylaws:
Click to read the Cycle Ontario Alliance current bylaws
Click to read Pending Bylaw Amendments to be voted on at
the AGM March 17.
Pending Amendments (Two)
1)Cycle Ontario Alliance recently adopted an initiative to set up
local allied clubs across the province, where no advocacy-oriented cycling club now
exists. To embed this initiative in the bylaws, then following bylaw additions have been
proposed:
Membership: "Any group of twenty or more members may form an Allied Club, with such
club having the following characteristics:
- an elected executive consisting of at least a President and a Secretary, with such
additional officers as the club deems necessary.
- a defined geographic territory not infringing on the territory of other Allied Clubs
(Generally restricted to a second-tier municipal jurisdiction).
-the expressed objective and an action program addressing cycling issues within the
defined territory consistent with the COA mission to promote cycling for recreation and
transportation purposes in Ontario, cycling education and other purposes not inconsistent
with these objectives.
All members of an Allied Club will be COA dues-paying members under the normal conditions
thereof, unless a variance there from is authorized by a two-thirds vote of the Board of
Directors, which variance shall in any case be for a defined period not to exceed three
years.
The President of each Allied Club shall automatically become a full member of the Board of
Directors.
The COA President and Project Director shall be ex officio members of every Allied Club
executive."
This structure is designed to provide strong representation for each Allied Clubs membership on the COA Provincial Board, and also to provide a strong communications channel from the COA Provincial Board to each Allied Club.
With the potential for over forty Allied Clubs in the province,
and a resulting board approaching 50 members, provision needs to be made for more workable
administration, and the Executive Committee proposal below addresses that issue.
Executive Committee
"When COA Board membership exceeds fifteen, an Executive Committee of the Board will
be delegated to conduct COA business between quarterly meetings of the full Board, such
Executive Committee consisting of: COA President, Vice-President, Treasurer, Secretary,
Past President, and two representatives of Allied Clubs elected by an Allied Clubs Council
composed of all Board members who are Presidents of Allied Clubs. The Executive Committee
shall be empowered to conduct COA business between regular meetings of the Board, as
governed by COA bylaws and previous Board decisions.
Velo Ontario Cycling
Alliance By-laws
Version Date Description
1 2004 May 5 Issued for review
2 2004 December 4 Issued for Board review
3 2005 February 1 Issued for member comments prior to approval at AGM
4 2005 February 17 Final Draft for approval at AGM.
Thanks to Kris Coward, Brett Delmage, David Hunt,
Alayne McGregor, tOM Trottier for suggestions for
refinements.
Table of Contents
Purpose
....................................................................................................................................2
Definitions
...............................................................................................................................2
Objectives
...............................................................................................................................3
By-Laws
..................................................................................................................................3
Rules of Procedure
................................................................................................................3
Membership
............................................................................................................................4
Board of Directors
.................................................................................................................6
Election of Directors
.............................................................................................................7
Meetings of the Board
..........................................................................................................8
Officers
....................................................................................................................................9
Remuneration
.......................................................................................................................10
Conflict of Interest
.............................................................................................................10
General Meetings
.................................................................................................................11
Finance and Management
.................................................................................................13
Indemnification
...................................................................................................................13
Notice
.....................................................................................................................................14
Velo Ontario Cycling Alliance DRAFT By-laws Ver 4 2005 February 17 1 of 14
1 Purpose
1.1 These by-laws relate to the general conduct of the affairs of Velo Ontario Cycling
Alliance
Incorporated, a corporation incorporated under the Ontario Corporations Act and referred
the “Corporation” in these Bylaws.
to as
2 Definitions
2.1 The following terms have the meanings in these By-laws:
(a) Act – the Ontario Corporations Act, as amended from time to time.
(b) Annual General Meeting – the annual general meeting of Members.
(c) Auditor – an individual or business
and records of the Corporation.
appointed by the Members to audit the books, accounts
(d) Board – the Board of Directors of the Corporation.
(e) Days – shall mean total days, irrespective of weekends
which the number of days commences.
and holidays, excluding the day on
(f) Director – an individual elected
laws.
to serve as a director of the Corporation pursuant to these By(
g) General Meetings – has the meaning set out in section 4.1 hereof.
(h) Letters Patent – the Letters Patent of the Corporation as filed with the Ontario
Government
(i) Members – the members included in the categories set out in section 2.1.
(j) Ordinary Resolution – a resolution passed by the majority of votes cast in a
General Meeting of
Members for which meeting proper notice has been given.
(l) Member in good standing -has the meaning set out in section 6.5 hereof."
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3
Objectives
3.1
The objectives of Velo Ontario shall be
• To provide a province -wide body for advocacy and lobbying for cyclists and their
issues
• To promote and facilitate education of cyclists on safe and effective cycling
practices, and
of others on awareness of cyclists and their rights
• To monitor the policies and practices of all levels of government, and to make
recommendations on their appropriateness for cyclists
• To provide a provincial forum for communication among cyclists, and a mechanism to
elevate issues within the organization
• To promote the environmental and health benefits of cycling
• To promote provincial and national cycling programs and facilities
4 By-Laws
4.1 Members entitled to copy
On being admitted to membership, each member is entitled to and the Corporation shall give
without charge, a copy of the letters patent and the bylaws of the Corporation in paper
and /o r
electronic form.
4.2 Amendmen t
(a) These By-laws may only be amended, revised, repealed or added to by a Special
Resolution at a
General Meeting. The propose d amendme nt must be delivered to the Secretary of the
Corporation,
at least thirty (30) days in advance of the General Meeting.
(b) If the position of Secretary is vacant or otherwise unreachable, any member of the
Board of
Directors may act in his or her place.
(c) If the amendme nt is not propose d by the Board of Directors, delivery to the
Secretary shall be
accomplished in the same manner as defined in section 16.1 (Written Notice), and the date
of
delivery shall be calculated in the same manner as section 16.2 (Date of Notice). The
Secretary
shall confirm receipt of any proposed amendme nt, and whether it was received in
accordance
with this section.
(d) Notice of any propose d changes to the bylaws shall be sent to members at least twenty
-one
(21) days in advance of the General meeting at which they would be voted upon.
4.3 Notice of change
The written notice of the General Meeting of the Corporation must include details of the
proposed
resolution to change the By-laws.
Rules of Procedure
5
5.1 For the conduct of a general meeting or a meeting of the board of directors,
Bourinot's Rules of
Order (Fourth Edition, McClelland & Stewart) shall be followed insofar as they apply.
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6 Membership
6.1 Classes of membership – The corporation shall have one class of members hip.
Individual Member – An Individual Member is an person who has indicated his or her
wish to join
the Corporation and paid the required membership dues, and has not ceased to be a member
of
the Corporation (sec. 6.6). An Individual Member in good standing has one (1) vote in the
affairs
of the Corporation and is eligible to be nominated for election or appointme nt as a
Director of the
Corporation.
The Board of Directors may issue cards or certificates to members at its discretion.
6.2 Open to all
Any person who supports the objectives of the Corporation and agrees to abide by these
bylaws
become a member of the Corporation upon application for membership and payment of the
prescribed membership fee.
6.3 Dues
Membership dues for all categories of members shall be determined by the Board .
6.4 Term
Unless otherwise determined by the Board a membership shall be valid for the integral
number of
years paid for, commencing on the date the membership is processed by the Corporation.
The Board may specify a maximu m total number of years of membership that a member may
hold
at any time.
6.5 Good standing
All members are in good standing except a member who has failed to pay his or her current
annual membership fee or any other subscription or debt due and owing by him or her to the
Corporation and he or she is not in good standing so long as the debt remains unpaid.
6.6 Termination
A person shall cease to be a member of the Corporation
(a) by delivering his or her resignation in writing to the secretary of the Corporation;
(b) on his or her death
(c) on being expelled; or
(d) on having been a member not in good standing for twelve (12) consecutive months.
The member shall not be entitled to a refund of any portion of the fee he or she may have
paid.
6.7 Not transferrable
A membership is not transferrable.
6.8 Responsibility
A member shall uphold these bylaws and shall practice courtesy, good sense, and concern
for the
safety of self and others while cycling.
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6
Membership
6.9
Expulsion
(1) A member may be expelled by a special resolution of the members passed at a general
meeting.
(2) The notice of special resolution for expulsion shall be accompanied by a brief
statement of the
reason or reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion shall be given
an
opportunity to be heard at the general meeting before the special resolution is put to
vote.
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7 Board of Directors
7.1 Size
The Board shall consist of nine (9) directors.
7.2 Composition
The Board shall be compose d of the following positions:
• President
• Vice-President
• Secretary
• Treasurer
• Five (5) directors -at-large
7.3 Powers of the Corporation
Except as otherwise provided in the Act , the Letters Patent or these By-laws, the Board
has the
powers of the Corporation.
7.4 Responsibilities
The function of the Board of Directors is to:
(a) administer the business of the Corporation;
(b) ensure that policies established by the members hip are implemented;
(c) maintain control of Corporation funds and ensure that all spending is undertaken in
the best
interests of the Corporation;
(d) make all decisions relating to the daily operation of the Corporation, subject to
specific
directions of the Corporation members hi p as resolved at the annual general meeting or
any other
general meeting.
(e) Change the location of the head office within Ontario as necessary until the next
General
Meeting of the Corporation, the location to then be confirmed by a resolution of the
General
Meeting.
(f) ensure official records of the Corporation are kept in order.
(g) ensure that the Corporation is operated in accordance with the Ontario Corporations
Act and
all applicable laws.
7.5 Policies and procedures
The Board may make policies and procedures for managing the affairs of the Corporation in
accordance with the Act, the Letters Patent and these By-laws.
These policies and procedures shall be published in a physical policy manual and
electronic
policy file, either which may be viewed upon request by any member in good standing.
The Board shall ensure Members are informed and involved in developing Corporation
policies.
7.6 Employment of Individuals – The Board may employ or engage under contract such
individuals as
it deems necessary to carry out the work of the Corporation.
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8 Election of Directors
8.1 Eligibility
An individual member who is eighteen (18) years of age or older, who has the power under
law to
contract, who is not an undischarged bankrupt, and who is resident of Ontario may be
nominated
for election as a Director.
8.2 Term
The term of office for each elected director shall begin at the conclusion of the annual
general
meeting at which the director is elected and shall end at the conclusion of the second
annual
general meeting following.
8.3 Term limits
A director who has served three (3) consecutive terms on the Board of Directors is not
eligible to
be elected or appointed to the Board of Directors again without first taking the period
between
two Annual General Meetings off the Board of Directors.
8.4 Rotation
In even-numbered years, four (4) Directors shall normally be elected. In odd numbered
years, (5)
directors shall normally be elected.
A position that has become vacant before the normal end of term shall be filled only to
its normal
end of term.
8.5 Nominations
Nominations from the floor can only be accepted if the consent of the nominee can be shown
by
(a) oral consent, if the nominee is present at the meeting; or
(b) written consent, if the nominee is absent from the meeting.
8.6 Election of Directors
An election may be by acclamation, otherwise it is by secret ballot.
Those candidates who receive the most votes shall form the new Board.
8.7 Appointmen t to fill vacancy
The directors may at any time and from time to time appoint a member as a director to fill
a
vacancy in the Board.
A director so appointed holds office only until the conclusion of the next following
Annual
General Meeting, but is eligible for re-election at the meeting.
8.8 Officers
The President, Vice-President, Secretary and Treasurer shall be elected by majority vote
from
among the directors, at the first Board meeting following each AGM and as may be required
at
other times to replace an officer.
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9 Meetings of the Board
9.1 Physical Meetings
Number of Meetings – The Board shall hold at least three physical meetings per year.
Physical meetings shall be held in the Province of Ontario.
9.2 Call of Meeting
Physical meetings of the Board shall be at the call of the President, or if five (5)
Directors make a
written request to the President and all directors to call a meeting.
9.3 Notice to directors
Written notice of physical Board meetings shall be given to all Directors at least fifteen
(15) days
prior to the date of the meeting.
Written notice of Board meetings by teleconference shall be given to all Directors at
least three (3)
days prior to the date of the teleconference meeting.
Notice to members
Notice of physical Board Meetings shall be provided to members at least fifteen (15) days
prior to
the date of the meeting by announcing the meeting on an electronic mailing list that
members
may subscribe to.
9.4 Open to members
Board meetings shall be open to members in good standing except in specific situations
outlined
below. When considering whether to go in camera, the Board shall only do so when the
necessity
of private discussion clearly outweighs the members' interest in public discussio n.
The following subjects may be discussed in camera:
• personal matters about an identifiable individual;
• labour relations or employee negotiations;
• litigation or potential litigation;
• contract negotiations with third parties
9.5 Quorum – The quoru m for Board meetings shall be five (5) Directors or a majority
of the Directors
then in office, whichever is less.
Notwithstanding the previous provision, quorum will always be at least 4 directors.
9.6 Electronic meetings
A Meeting of the Board or any committee may be held by telepho ne conference call or by
means
of telecomm u nications technology or electronic messaging which permits each participant
to
communicate simultaneously with all other participants. Directors may also attend physical
meetings by electronic means, and will be considered to be in attendance at that meeting
for
purpo ses of quoru m and voting.
9.7 Chair
The President shall normally chair meetings. If the President is absent from the meeting,
the Vice-
President shall chair the meeting. In the absence of both the President and the
Vice-President the
Board shall appoint from among its members a Director to chair the meeting.
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9
Meetings of the Board
9.8 Voting
Unless specified otherwise, questions shall be decided by majority vote of the directors
in
attendance , where the Chair of the meeting carries a vote and where a tie vote shall
fail.
A director may request immediately after the question is called that the vote of each
director be
recorded in the minutes and the secretary shall then record each persons vote.
A director may request immediately after the vote has been taken that his or her dissent
to a
motion be noted in the minutes and the secretary shall then record this dissent.
10
Officers
10.1
Duties – The duties of Officers are as follows:
(a) The President shall be responsible for the general supervision of the affairs and
operations of
the Corporation, shall be the primary spokesperson of the Corporation, shall preside at
the
meetings of Members of the Corporation and at meetings of the Board, and shall perform
such
other duties as may from time to time be established by the Board;
(b) The Vice president shall carry out the duties of the President during her or his
absence and
shall perform such other duties as may from time to time be established by the Board;
(c) The Secretary shall be responsible for ensuring that: the correspondence of the
Corporation is
conducted; that notices of board and general meetings are issued in compliance with these
bylaws;
minutes are kept of all board and general meetings; records and documents of the
Corporation are kept securely and accessibly; the seal of the Society is kept securely;
and a
register of members is maintained
(d) The Treasurer shall be responsible to keep the financial records, including books of
account,
necessary to comply with the Act; and render financial statements to the directors,
members and
others when required; and shall perform such other duties as may from time to time be
established by the Board
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11 Remuneration
11.1 Without renumeration
All directors shall serve their term of office without remuneration except for reimburse m
ent
reasonable expenses and allowances in accordance with policies approved by the Board.
of
12 Conflict of Interest
12.1 Financial -A director, officer or member of a committee who has an interest, or who
may be
perceived as having an interest, in a proposed contract or transaction with the
Corporation shall
disclose fully and promptly the nature and extent of such interest to the Board or
committee, as
the case may be; shall refrain from voting or speaking in debate on such contract or
transaction;
shall refrain from influencing the decision on such contract or transaction; and shall
otherwise
comply with the requirements of the Act regarding disclosure of interests in contracts.
12.2 Competing interest or representation
Each director shall consider that his or her primary allegiance in the conduct of the
Corporation's
business shall be to the Corporation. If the director's participation in any other
organization
would affect his or her judgment on any item before the Board, the director shall declare
that
participation and shall refrain from voting or speaking in debate on that item.
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13 General Meetings
13.1 Notice
Notice of a general meeting shall specify the place, day, and hour of meeting, and, in
case of
special business, the general nature of the business.
Notice of the date of the General Meeting shall be sent to members at least twenty one
(21) days
in advance of the meeting.
13.2 Annual General Meeting
The Corporation shall hold an Annual General Meeting at such time and place as may be
determined by the Board, at least once every calendar year and not more than fifteen (15)
months after the adjournme nt of the previous Annual General Meeting.
13.3 Special General Meeting
A Special General Meeting of the Members may be called at any time at the discretion of
the
Board or upon the written requisition of ten (10) percent or more of the voting Members of
the
Corporation.
"The requisition shall be delivered to the Secretary of the Corporation. If the
position of
Secretary is vacant, any member of the Board of Directors may act in his or her place.
Delivery
shall be accomplished in the same manner as defined in section 16.1 (Written Notice), and
the
date of delivery shall be calculated in the same manner as section 16.2 (Date of Notice).
The Secretary shall confirm receipt of any request for a General Meeting, and whether it
was
valid according to these by-laws. If valid, the Board of Directors will call a General
Meeting
within 21 days of delivery of the requisition."
13.4 Quorum
Quorum at a General Meeting shall be fifteen (15) percent of voting Members or twenty (20)
voting Members, whichever is less. Proxies are not included in quorum.
13.5 No business without quorum
No business, other than the election of a chairperson and the adjournme nt or termination
of
the meeting, shall be conducted at a general meeting at a time when a quorum is not
present.
If at any time during a general meeting there ceases to be a quorum present, business then
in
progress shall be suspen de d until there is a quoru m present or until the meeting is
adjourned
or terminated.
13.6 Adjourn me nt
A general meeting may be adjourned from time to time and from place to place, but no
business shall be transacted at an adjourne d meeting other than the business left
unfinished at
the meeting from which the adjourn ment took place.
When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting
shall
be be given either
(a) as in the case of the original meeting, or
(b) sent within two (2) days of the time of adjourn me n t.
Except as provided in this bylaw, it is not necessary to give notice of an adjourn men t
or of the
business to be transacted at an adjourne d general meeting.
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13 General Meetings
13.7 Business at Meetings – The report of the Auditor, the presentation of financial
statements, the
appointment or re-appointmen t of the Auditor and the report of the Directors to the
Members
and election of directors shall be conducted at the Annual General Meeting.
Any other business may be conducted at the Annual General Meeting or at Special General
Meetings.
13.8 Voting
Unless specified otherwise, questions shall be decided by Ordinary Resolution, where a tie
vote
shall fail.
A member in good standing and who has been a member for no less than twenty -one (21) days
is entitled to one (1) vote at general meetings.
Voting is by show of hands except for election of directors, who shall be voted for by
secret
ballot.
Each member shall have one vote per position to be filled. No member may vote for a
candidate
more than once.
An abstention from voting shall not be counted as a vote.
The chair of the meeting shall not have a second or casting vote.
13.9 Proxies
Voting by written proxy shall be permitted.
The Directors may by resolution fix a time not exceeding forty -eight hours, excluding
Saturdays and holidays, preceding any meeting or adjourned meeting of members before which
time proxies to be used at that meeting must be deposited with the Corporation or an agent
thereof, and any period of time so fixed shall be specified in the notice calling the
meeting.
No member shall carry more than 3 proxies.
13.10 Location
General meetings shall be held in the Province of Ontario.
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14 Finance and Management
14.1 Fiscal year
The fiscal year of the Corporation shall be December 1 to November 30 of each year.
14.2 Auditor – At each Annual General Meeting the Members shall appoint an Auditor.
The Auditor shall review the financial statements presented to the following AGM and
submit a
report to the members.
The auditor shall not be a director or employee of the Corporation.
14.3 Signing Authority – The Board shall designate two (2) or more Directors or
individuals who shall
have signing authority for all financial transactions and contracts conducted in the name
of the
Corporation. All such transactions and shall require a minimum of two (2) signatures.
14.4 Deposits – All funds and revenues of the Corporation shall be deposited in one
or more accounts
in the name of the Corporation at any Canadian chartered bank, trust company, or credit
union
which is covered by deposit insurance. The choice of the particular institution(s) shall
be at the
discretion of the Board of Directors.
All cheques, promissory notes, bills of exchange or other negotiable instrument shall be
executed
in the name of the Corporation.
14.5 Property – The Corporation may acquire, lease, sell or otherwise dispose of
securities, lands,
buildings or other property, or any right or interest therein, for such consideration and
upon such
terms and conditions as the Board may determine.
14.6 Borrowing – The Corporation may borrow funds upon such terms and conditions as
the Board
may determine up to a maximum of ten percent (10%) of the previous fiscal year's gross
revenue.
Borrowing above this limit must be approved by the Members at a General Meeting by
Ordinary
Resolution.
14.7 Books and Records – The Board shall ensure that all books and records of the
Corporation
required to be kept by the Act , these By-laws or any other statute or law are regularly
and
properly kept.
15 Indemnification
15.1 Shall Indemnify – The Corporation shall indemnify and hold harmless out of the
funds of the
Corporation each Director from and against any and all claims, demand s, actions or costs
which
may arise or be incurred as a result of occupying the position or performing the duties of
a
Director or Officer.
15.2 Shall Not Indemnify – The Corporation shall not indemnify a Director or any
other individual for
acts of fraud, dishonesty, or bad faith.
15.3 Insurance – The Corporation may purchase and maintain insurance for the benefit
of its Directors,
Officers, and members as the Board may determine.
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16 Notice
16.1 Written Notice
In these By-laws, written notice shall mean notice which is hand -delivered, faxed,
e-ailed or
provided by mail or courier to the Registered Address of the Corporation, Director or
Member, as
the case may be.
16.2 Date of Notice
Date of notice shall be the date on which receipt of the notice is confirmed verbally
where the
notice is hand -delivered, electronically where the notice is faxed, in writing where the
notice is
couriered, or in the case of notice which is provided by mail, three (3) days after the
date the mail
is post-marked. When notice is e-mailed, it shall be deemed to have been given that day.
16.3 Error in Notice
The accidental omission to give notice of a meeting of the directors or the Members, the
failure of
any Director or Member to receive notice, or an error in any notice which does not affect
its
substance shall not invalidate any action taken at the meeting.
END
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