FPI constitution ENG

FRIENDS OF PETRIE ISLAND - CONSTITUTION AND BYLAWS

CONSTITUTION

1. Name

1.1 The Organization shall be known as “The Friends of Petrie Island/Les Amis de l’île Petrie”, hereinafter referred to as “the Organization”.

1.2 “The Island” refers to the Petrie Islands, on the Ottawa River in the province of Ontario.

1.3 The Organization is a nonprofit volunteer organization.

2. Objectives

2.1 To participate with the City of Ottawa and relevant agencies in the planning, development and management of the Island. Planning should pay particular attention to the environmentally sensitive nature of the site, respecting its biodiversity, maintaining its ecological integrity and ensuring appropriate public consultation.

2.2 To provide volunteers for the conduct of activities on the Island.

2.3 To provide support for special projects aimed at the preservation and/or enhancement of the Island.

2.4 To develop and deliver educational programs for the general public and interested groups as the need arises.

3. Membership

3.1 Membership in the Organization shall be open to persons interested in supporting its objectives on a voluntary basis.

4. Officers

4.1 The terms of office and duties of the officers (Board members) shall be established in accordance with the bylaws.

5. Organization

5.1 The articles of incorporation and bylaws of the Organization shall conform to the requirements of the Canada Corporations Act. Charitable or nonprofit status shall be maintained in accordance with federal and provincial laws and the Organization shall make available for inspection, as required, any documents necessary to demonstrate its nonprofit status.

5.2 Management of the Organization’s affairs shall be the responsibility of a Board of Directors comprised of a minimum of seven (7) members, including and Executive of five (5) officers: Chair, Past Chair, Vice Chair, Secretary and Treasurer, who shall be responsible for the ongoing operation and administration of the Organization to the Board of Directors.

5.3 The Executive shall have authority to strike committees, as necessary, to increase the effectiveness of the Organization’s activities.

5.4 Members of established committees shall be responsible for their activities an programs and report directly to the Executive.

5.5 The members of the Board of Directors shall not receive any remuneration.

5.6 The Organization shall provide its services and perform its functions without purpose of gain for its members. Any profits or gains shall be used solely for the promotion and achievement of its objectives.

6. Functions

6.1 The Organization’s primary functions are to:

• Provide and coordinate a volunteer work force for the Island.

• Hold annual meetings for the election of an executive, the tabling of reports and to conduct other business as required by the Organization’s bylaws. Other meetings of the membership may be called at the discretion of the Executive.

6.2 - The Organization may also:

• Participate in any other tasks or projects that may be required from , within the scope of its objectives and primary functions.

• Provide a lobbying function if and when required and operate as an independent and separate entity.

7. Financial Responsibilities

7.1 The Organization’s financial responsibilities are to:

• Keep proper records of its revenues and disbursements in accordance with accepted business and accounting principles and practices and to prepare an annual report and financial statement for the information of its membership.

• Preserve all accounts and records of the Organization for seven years for review by the appropriate authorities.

• Establish appropriate signing authorities for the conduct of the Organization's business as stipulated in the bylaws.

• Maintain insurance coverage for whichever activities and liabilities are considered essential for the financial security of the Organization.

• Deposit securities of the Organization for safekeeping with one or more bank, trust companies or other financial institutions to be selected by the Executive. Any and all securities so deposited may be withdrawn only upon the written order of the Organization signed by such officer or officers, agent or agents of the Organization and in such manner as shall be determined by resolution of the Executive; and such authority may be general or confined to specific instances.

• The. fiscal year shall be the calendar year ending on December 31st.

8. Legal

8. 1 The activities of the Organization as a nonprofit organization shall be conducted in accordance with all applicable laws and regulations of the federal, provincial, and municipal governments.

8.2 In the event of termination of the Organization, all property, bank deposits, other revenues and assets shall revert to the City of Ottawa, which shall dispose of them in accordance with the objectives of the Organization.

8.3 In dealing with the public and conducting internal business, the Organization shall refrain from discrimination based on race, national or ethnic origin, colour, religion, sex, age or mental or physical disability.

8.4 As a volunteer organization, the Organization shall make every effort to serve the community in both official languages.

9. Fundraising

9.1 The Organization shall have the authority to raise funds for its own financial operation as prescribed in the bylaws.

9.2. Funds will be raised from, but not limited to, memberships and donations.

BYLAWS

1. Board of Directors.

1.1 The Board of Directors shall be elected at each Annual General Meeting.

1.2 At the first meeting of the new Board, an Executive and the various positions will be selected from its elected members.

1.3 The Board shall have a minimum of seven (7) and a maximum of eleven (11) members.

2. Responsibilities of the Board

2.1 Positions may be created or filled on the Board as required.

2.2 The members of the Board must be Organization members in good standing and shall have responsibility for:

• developing and approving budgets, policies, and long-range plans;

• approving the striking and composition of all committees;

• receiving committee reports and authorizing actions arising therefrom;

• acting as public relations representatives for the Organization; liaising on a regular basis with representatives of the City of Ottawa ;

• providing general analysis and review of any matter affecting the organization not specifically made the responsibility of other committees;

• directing and managing staff, if any.

3. Board Positions

3.1 Positions:
Chair

Vice Chair

Secretary

Treasurer

Planning Coordinator

Planning Assistant
Educational/Interpretive Programs Coordinator

Monitor Coordinator

Member-at-large

Member-at-large (Past Chair after first term)

3.2 Executive

An Executive of five (5) Directors (Chair, Vice Chair, Secretary, Treasurer and Planning Coordinator) shall be responsible for the ongoing operation of the Organization and shall report regularly to the Board.

4. Directors’ Duties

4.1 The Chair shall be the chief executive officer, and shall:

• chair all the meetings of the Board/Executive, calling special meetings as required

• provide leadership to the Board and the Organization

• represent the Executive and speak on behalf of the Organizations at public functions and activities

• ensure that the Executive and the appropriate staff of the City of Ottawa are kept informed of the Organization's activities, ensuring that working relations with the City remain amicable and productive

• make presentations as applicable to the appropriate committees of the City of Ottawa or City council

4.2 The Vice Chair shall:

• fulfill all the duties of the Chair in his or her absence

• prepare a yearly action plan for the Organization, including a critical path

• ensure proper information and publicity are provided for the Organization and its activities

• fulfill all additional duties as assigned by the Chair

4.3 The Secretary shall:

• keep a record of the deliberations and attendance at all meetings of the general membership and of the Board/Executive

• prepare correspondence as instructed by the Chair or alternate

• perform other duties as necessary, circulate minutes by mail

• prepare agendas for upcoming meetings, with the Chair or alternate

4.4 The Treasurer shall:

• be responsible for maintaining appropriate financial records

• prepare financial statements as outlined in the bylaws

• facilitate an annual independent audit in accordance Board authority

• make all required financial transactions such as deposits, payments and other transactions in accordance with approved financial procedures

4.5 The Planning Coordinator shall:

• be responsible for the coordination of all development and planning activities of the Organization

• assign tasks as required, providing guidance to any committee formed, and ensuring proper reporting is provided to the Board/Executive and membership

• assist the Chair with presentations to other agencies on planning and development projects

4.6 The Planning Assistant shall:

• provide assistance to the Planning Coordinator as necessary, and may have responsibility for specific projects

• fulfill the duties of the Planning Coordinator in his/her absence

• Ensure proper signage is posted and maintained through regular liaison with the appropriate authorities

4.7 The Educational/Interpretive Program Coordinator shall:

• organize site tours of the Island to familiarize the community with the natural beauty of the Island and the role of the Organization

• initiate, organize and maintain programs as the need dictates to educate the community on the Island’s ecological value and on the need to protect the site due to its sensitive environment

4.8 The Member-at-large (up to 4 positions) shall:

• represent various interests on the Board on behalf of the membership

• may be given specific responsibilities, i.e, fundraising, volunteer recruitment, nominating committee prior to the Annual General Meeting etc.

5. Board of Directors Terms of Office

5.1 To provide continuity, half of the directors will be elected for a term of two years, and half for one year, except at the first Annual Meeting, when the ratio will be 5:6, until the Organization has a Past Chair as its eleventh director.

5.2 A member of the Board cannot be an elected official such as a federal or provincial Member of Parliament or Legislature, municipal councillor or school trustee.

5.3 A Nominating Committee shall be established by the Board before every Annual General Meeting. The committee will have three members; including the Past Chair, who will act as Chair of the Committee and preside over the election at the Annual General Meeting. This Committee will be responsible for obtaining nominations of persons interested in serving on the Board for the coming year.

6. Board of Directors Attendance

Attendance at Board meetings is essential for the efficient operation of the organization. To this end, any member who misses three consecutive meetings without valid reason and without notifying the Chair in advance, shall be replaced.

7. Board of Directors Voting Procedure

7.1 Only members of the Board have the right to vote at a meeting of the Board.

7.2 Questions arising at any meeting shall be decided by a majority of votes.

7.3 In case of tie, the Chair, in addition to his or her original vote, shall have a second or casting vote.

7.4 Votes may be taken by secret ballot if requested by one Board member, otherwise votes shall be taken in the ususal way by assent or dissent.

7.5 A declaration by the Chair that a resolution has been carried, and an entry to that effect in the minutes, shall be admissible in evidence as prima facie proof of the fact without proof of or against such resolution.

8. Quorum and Meetings of the Board

8.1 A majority of the members elected on the Board shall constitute a quorum for the transaction of business.

8.2 Except as otherwise required by law, the Board may hold its meetings at such a place or places as it may determine.

9. Errors in Notice, Board

No error or omission in given such notice for a meeting of the Board shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting.

10. Removal of Board Members

10.1 Members of the Board may be removed by a two-thirds majority vote of the membership present at a General Meeting following notification of intent at least ten days in advance, in writing, to the members of the Board.

10.2 The Board has the authority to appoint a replacement for the remaining portion of the term of the removed director.

11. Annual General Meeting

11.1 The Annual General Meeting shall be held no later than the end of March of the following calendar year.

11.2 Public notification of the Annual General Meeting shall be given 30 days prior to the meeting.

11.3 The membership is to be notified in writing about the date, time and location of the Annual General Meeting a minimum of 10 days prior to the meeting, and provided with a proper agenda and copies of any resolutions, and list of nominations for election to be held at the meeting.

11.4 Voting:

• Unless required/requested, decision at the Annual General Meeting and other general meetings will be by consensus.

• Only regular members in good standing may vote at the Annual General Meeting and at all general meetings; any motion to be considered must be moved and seconded by members in good standing

• voting, shall be by a show of hands; fifty percent plus one of the eligible members present shall constitute a majority,

• all categories of members except associate members have one vote per member

11.5 Agenda

The business to transacted shall include:

• approval of minutes of previous Annual General Meeting

• consideration of reports by Chair, Secretary, Treasurer, other Executive and committees as applicable, and action required upon any recommendation included in these reports

• approval of the yearly financial report and budget, and consideration for appointment of an independent auditor for the coming year

• constitutional amendments, provided they have been received by the Secretary sixty (60) days in advance of the Annual General Meeting

• other business arising from the floor

• review of membership rates

• election and installation of new Board members

12. Amendments

Amendments to the Organization's Constitution shall be considered at the Annual General Meeting and may be also considered at Special General Meetings.

13. Membership

13.1 Annual membership begins on calendar year with exception of memberships bought after Sept. 1, which are valid for the full following calendar year.

13.2 Categories of membership

• Regular : $10 per person

• Family: $25 (three or more per family)

• Associate: $5 per person

• Sponsorship Donation of $100 or more

13.3 Honorary membership

Honorary membership may be bestowed on a deserving person who has greatly contributed over a significant period of time to the advancement of the objectives of Friends of Petrie Island. This membership is to be approved by the membership upon the recommendation of the Board.

This first edition of the FRIENDS OF PETRIE ISLAND/LES AMIS DE L’ILE PETRIE constitution and bylaws was approved at the Annual General Meeting held on October 22, 1998 at the Queenswood Heights Community Centre.

Amended on ............................................... ......By motion #...................................................

Moved by ......................................................... Seconded by ...................................................

(Signature) (Signature)

This document dated May 22, 2001