Constitution of Friends of Wellers Bay Inc.
Not-For-Profit Charity 13051 4870 RR00001
Ontario Corporation 827890 est. 2 Aug 1989
Box 53 Carrying Place, ON K0K 1L0
supersedes January 1998
Ref: Corporations Act, (Ontario)
Charities Accounting Act, 1990 (Ontario)
Not-for-Profit Corporations Act (Ontario) – Bill 65, not yet in force
Cutting Unnecessary Red Tape Act, 2017 (Ontario) – Bill 154, not yet in force
ARTICLE 1 - NAME
The name of the Corporation shall be Friends of Wellers Bay Inc.
ARTICLE 2 - OBJECTS
Section 1 - The objects of the Corporation shall be as amended in 1998:
- To advance the interests of the residents and anyone concerned with Wellers Bay and the adjacent area;
- To provide education and advice on ways to restore and preserve the ecological environment of Wellers Bay;
- To provide information to the members, and the public, on the various activities of the Corporation;
- To provide the resources necessary for the preservation and protection of the ecological environment of Wellers Bay;
- To carry on programs for the continued maintenance and upkeep of the channel and break-wall;
- To provide information to the public for the purposes of promoting and enhancing the Wellers Bay environment; and
- To co-operate, liaise and contract with other charitable organizations, institutions or agencies which carry on similar objects to that of the corporation.
Section 2 - The Corporation shall also be subject to the terms and conditions as laid out in the Letters Patent (1989):
- The corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the corporation shall be used in promoting its objects;
- The corporation shall be subject to the Charities Accounting Act and the Charitable Gifts Act;
- The directors shall serve as such without remuneration, and no director shall directly or indirectly receive any profit from their position as such, provided that directors may be paid reasonable expenses incurred by them in the performance of their duties;
- The borrowing power of the corporation pursuant to any by-law passed and confirmed in accordance with section 59 of the Corporations Act shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the corporation shall not be so limited if it borrows on security of real or personal property;
- Upon the dissolution of the corporation and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations which carry on their work solely in Ontario; and
- If it is made to appear to the satisfaction of the Minister, upon report of the Public Trustee, that the corporation has failed to comply with any of the provisions of the Charities Accounting Act or the Charitable Gifts act, the Minister may authorize an inquiry for the purpose of determining whether or not there is sufficient cause for the Lieutenant Governor, to make an order under sub-section 317(1) of the Corporations Act to cancel the Letters Patent of the corporation and declare it to be dissolved.
ARTICLE 3 - HEADQUARTERS
Section 1 - The physical headquarters shall be located in the residence of the Chairperson, or other officer as designated by the executive.
The mailing address shall remain PO Box 53, Carrying Place ON, K0K 1L0. The two keys allotted from the post office shall be held by two Directors of the corporation except in periods of absence when any alternate from the executive may be responsible for mail.
ARTICLE 4 - BOARD MEMBERS
Section 1 - The directors and officers of the Corporation shall constitute the executive (aka the Board) and shall consist of:
- Treasurer; and
- A maximum of five directors
Section 2 - Terms for the positions are subject to limitations:
- The person elected to the position of Chairperson may not serve in that position for longer than two years consecutively, but may become eligible to serve in that capacity again, after a lapse of one year. This timeline may be extended in the case of extenuating circumstances, with concurrence from the membership; and
- There shall be no time of service restrictions on any of the other executive positions.
Section 3 - Elections of Directors and Officers are subject to limitations:
- Elections will be held annually no later than August 31;
- Notice of the slate of officers will be sent to all members at least 3 weeks prior to the annual general meeting;
- Additional candidates for the various offices may be submitted at the annual general meeting. Each candidate so nominated must be proposed and seconded by a member in good standing; and
- Candidates must hold a current membership with the Corporation in order to be eligible for nomination. Once voted in, Board members must continue to be members in good standing in order to continue to serve.
Section 5 - Duties of the Officers of the Board must include the following minimum responsibilities:
- The Chairperson shall normally preside at all meetings of the Corporation. During their absence, the Vice-Chairperson shall preside;
- The Secretary or designated alternate shall attend all meetings of the Corporation and shall act as clerk thereafter and record all notes and minutes of the proceedings in the books to be kept for that purpose. They shall give or cause to be given notice of all meetings of the Corporation; and
- The treasurer shall have the custody of the funds and any securities of the Corporation and shall keep full and accurate records of receipts and disbursements in books belonging to the Corporation. They shall manage funds of the Corporation as directed by the Officers.
ARTICLE 5 - MEMBERSHIP & DUES
Section 1 - Any person with an interest in the aims and objects of the Corporation is eligible for full membership.
Section 2 - The full membership fee will be set annually by the executive by a majority vote and approved by the general membership at the annual general meeting.
Section 3 - Memberships are due and payable at any time throughout the year, though admittance to the Annual General Meeting (AGM) may be limited to current members only. Dues will last for the membership term based on calendar years from the date of purchase. Memberships may be paid to any officer of the Corporation or directly to the Corporation through those payment options made publicly available.
ARTICLE 6 - COMMITTEES
Section 1 - The Chairperson, in consultation with the executive, shall appoint from the members such committees as deemed necessary for the conduct of the business of the Corporation.
Section 2 - The terms of reference of each committee shall be established by a quorum of the executive.
Section 3 - The terms of office of each committee shall expire at the adjournment of the next annual meeting following their appointment.
ARTICLE 7 - MEETING & VOTING
Section 1 - Calling of meetings shall be convened within the following parameters::
- A special meeting (aka extraordinary meeting) may be called by the Chairperson or, failing them, any two members of the executive or, failing them, any five members in good standing providing twenty-eight days notice is given by the posting of such in a conspicuous place or notification of the members by mail (electronic and/or physical);
- An AGM is subject to the requirements of a special meeting. It shall be called once a year and usually in August;
- Ordinary meetings (aka Board meetings) of the Corporation shall be called by the Chairperson on such frequency as is deemed necessary for the purpose of furthering the objectives of the Corporation; and
- Committee meetings will be convened by the Board as required and will be chaired by a member in good standing designated by the Board as the lead of said sub-committee.
Section 2 - At any meeting of the Corporation or of a committee, a resolution (written) or motion (verbal) put to vote shall be decided on by the simple majority of the votes cast. Votes cast include those made by eligible voters in person or by proxy. Votes may be taken only if a quorum has been established:
- At special meetings, a quorum will be considered to be in effect where 5 members are present in person or by proxy. Only members in good standing may cast votes;
- At Board meetings, a quorum will be considered to be in effect where 50%+1 of all Directors and Officers are present in person or by proxy. Any significant decisions made by the Board must be taken to the membership for a vote, in accordance with applicable legislation; and
- At committee meetings, a quorum will be considered to be in effect where 50%+1 of committee members are present in person or by proxy. Any decisions made by a committee must be taken to the Board for review and vote or review and furtherance to the membership, as required.
NOTE: Proxy votes are subject to the requirements of applicable legislation
Section 3 - No single expenditure of funds by any Board member of the Corporation may exceed $250.00 unless passed by a majority vote of the elected Board.
ARTICLE 8 - CONTRACTS
Section 1 - Contracts, documents or any instruments in writing requiring execution by the Corporation shall be attested by two of the officers of the Corporation and all contracts, documents and instruments in writing so executed shall be binding upon the Corporation without any further formality.
Section 2 - No member of the Corporation shall have power to enter into any contract, obligation or expense on behalf of the Corporation and any member so doing shall be personally liable therefore.
ARTICLE 9 - ANNUAL REPORT
Section 1 - The officers shall present a report to the membership at the AGM on the conduct of the affairs of the Corporation together with a statement showing the financial transactions of the previous year and the state of the finances of the Corporation at the close of the fiscal year.
Section 2 - The fiscal year of the Corporation shall extend from the 1st day of June to the 31st day of May.
ARTICLE 10 - AMENDMENTS
Section 1 - Amendments to this constitution may be proposed by a petition signed by a least five full members of the Corporation. Decisions regarding the amendments will be made at the appropriate level as set out by provincial legislation (ie. Board or general membership).
Section 2 - Significant amendments shall be submitted to all voting members of the Corporation in writing at least seven (7) days prior to the AGM so that they may then vote on the proposed amendments.
Section 3 - The Board shall promptly announce the results of such voting, and if adopted, the amendments shall become effective immediately.
Section 4 - The word “Amendments” as used herein shall include additions to, deletions from, and alterations of the existing constitution.
ARTICLE 11 - DISSOLUTION
Section 1 - Upon the dissolution of the Corporation any assets remaining after payment of all debts and liabilities shall be transferred at the discretion of the officers to an organization having similar objects. If no such organization exists at the time, then the officers may distribute any remaining assets to a recognized charity or charities