Sunnylea-Kingsway Community Association Bylaw (March 2019)
The organization to which this document pertains is the Sunnylea-Kingsway Community Association, hereinafter referred to as SKCA.
In the event of any question as to the meaning or interpretation of any bylaw of the SKCA, the interpretation of the Board of Directors shall be final and conclusive.
In this Bylaw of the SKCA, unless the context otherwise requires:
(a) “Act” means the Canada Not-for-profit Corporations Act, or its successor, as it may be amended from time to time;
(b) “Articles” means the Articles of Incorporation filed pursuant to the Act, as it may be amended from time to time;
(c) “Board” means the Board of Directors of the SKCA;
(d) “Members” means the members of the SKCA;
(e) “Ordinary resolution” means a resolution passed by a majority of votes cast on that resolution; and
(f) “Special resolution” means a resolution passed by not less than two-thirds of votes cast on that resolution.
In the event of any conflict between the SKCA Bylaw and the Act, the Act shall prevail.
1 – Boundaries
1.1 The SKCA has been incorporated to serve the neighbourhood within the City of Toronto in Ontario defined by the following boundaries: on the north by Dundas Street West, on the east by the Humber River, on the south by Berry Road, and on the west by Mimico Creek, hereinafter referred to as the “Neighbourhood.”
2 – Objectives
2.1 The objectives of the SKCA are to:
(a) Further and protect the common interests of the members of the SKCA in matters related to real estate, zoning issues, municipal planning and any other matters touching on or relating to real property within the membership area; and
(b) Devise, consider, recommend and promote such legislative, municipal and other measures as may seem wise and expedient in the interests of the Neighbourhood defined above.
3 – Membership
3.1 Membership shall be open to any individual or family that resides within the neighbourhood, and who supports the stated objectives of the SKCA, including the content and intent of the 2004 Bloor-Kingsway Urban Design Guidelines.
4 – Board of Directors
4.1 The governing body of the SKCA shall be a Board of Directors.
4.2 Until the first Annual General Meeting (AGM) of the SKCA, the business of the SKCA shall be managed by a Board of Directors consisting of a President, two Treasurers and a Secretary.
4.3 Subsequent to the first AGM of the SKCA, the business of the SKCA shall be managed by a Board of Directors duly elected from the membership of the SKCA as per 3.1.
4.4 Directors shall be elected at the AGM by a simple majority of those present at the AGM in such number as the outgoing Directors shall determine up to a maximum of ten, but in sufficient numbers to include the following:
(b) Secretary; and
(c) Two Treasurers.
4.5 A person wishing to serve as a Director must have resided within the boundaries of the Neighbourhood for a minimum of two years.
4.6 The Directors shall be indemnified and saved harmless out of the funds of the SKCA from and against all costs, charges, expenses and liabilities in respect of or arising in any way from the performance of their duties as Directors, except those as are occasioned by wilful neglect or default.
4.7 If Directors are not elected at an AGM, the incumbent Directors continue in office until their successors are elected or appointed.
5 – Powers of the Board of Directors
5.1 The Board shall have power to do all things necessary for the successful operation of the SKCA, and be empowered to:
(a) Administer the funds of the SKCA in such manner and for such purposes as it may decide are beneficial to the well-being and advancement of the objectives of the SKCA;
(b) Decide to commence, continue or discontinue any form of activity being conducted under the auspices of the SKCA;
(c) Expel any member or director for unbecoming conduct regarding the Corporation;
(d) Accept any resignation in writing and appoint any member of the SKCA to fill any vacancy necessary to comply with bylaw 4.4for the balance of the term of office or until the next Annual General Meeting, at which time an election or appointment can be made to fill the position for the remaining term of office;
(e) Ensure the objectives of the SKCA are carried out. The objectives of the SKCA shall be carried out without pecuniary gain to its members, and any profits or accretions of the SKCA shall be used to promote its objectives;
(f) Appoint committees, either standing or ad hoc, and prescribe their duties, powers, and duration thereof; and
(g) Make such rules and regulations regarding the use of the SKCA’s resources as they deem necessary.
5.2 Any Director of the Board who shall, for any reason, cease to hold office, shall turn over to the Board all documents, books, funds or SKCA property within 14 calendar days of the date of resignation.
6 – Election of Directors
6.1 Directors shall be elected at the Annual General Meeting specifically to fill the offices listed in Bylaw 4.4.
7 – Meetings of the Board of Directors:
7.1 Fifty per cent plus one of elected or appointed Directors shall constitute a quorum to conduct meetings of the Board.
7.2 Business meetings of the Board of Directors shall be conducted at least twice per year.
7.3 Only elected or appointed Directors of the SKCA are entitled to vote at meetings of the Board of Directors.
7.4 All questions before the Board shall be determined by majority vote.
7.5 A Director is entitled to receive notice of and to attend and be heard at every meeting of the Board.
7.6 Meetings of the Board of Directors or portions thereof shall be open to attendance by others upon invitation, as agreed to by a majority of members of the Board of Directors.
8 – Annual General Meeting
8.1 There shall be an Annual General Meeting of the SKCA on a date to be fixed by the Board. However, following the first such meeting, subsequent meetings shall take place not later than 15 months after the preceding Annual General Meeting, and not later than six months after the end of the SKCA’s preceding financial year.
8.2 The Annual General Meeting shall be open to all members described in 3.1.
8.3 Notice of time and place of the Annual General Meeting shall be communicated to members 21 to 60 days prior to the meeting via a mechanism or mechanisms determined by the Board. However, an omission to provide notice to specific members shall not invalidate the proceedings of a properly constituted meeting.
8.4 Not less than 10 members shall constitute a quorum of an Annual General Meeting of the SKCA.
8.5 The order of business for the Annual General Meeting shall be:
(a) Notice of the meeting;
(b) Minutes of the previous Annual General Meeting;
(c) Business arising from minutes of previous Annual General Meeting;
(e) Reports of the Board and any committees;
(f) Financial statement for the period prior to the first Annual General Meeting, and subsequent to that meeting, between Annual General Meetings;
(g) New business;
(h) Election of Directors; and
8.6 Each member age 18 or more described in 3.1 present at the Annual General Meeting shall be entitled to one vote.
8.7 All votes for positions on the Board shall be conducted by a show of hands, except where a nominee is unopposed.
9 – Special Meetings of the SKCA
9.1 In addition to the Annual General Meeting, special meetings of the members of the SKCA shall be held in the following circumstances:
(a) When deemed advisable by the Board; or
(b) When requested in writing by not less than 25members. The request must clearly state the nature of the business proposed to be transacted at such meeting. The meeting shall be held not less than 30and not more than 60days after receiving the request.
All notices of special meetings shall state specifically the business proposed to be discussed at such special meeting and no other business shall be transacted.
9.2 Notice of time and place of special meetings shall be sent to all members not less than 30 days before the meeting.
9.3 Not less than 10 members shall constitute a quorum of any special meeting of the SKCA.
10 – Financial Affairs
10.1 All monies payable to the SKCA shall be held in an account kept in the name of the SKCA at such financial institution as the Board may determine, and all financial obligations incurred by the Board in the name of the SKCA shall be paid there from.
10.2 All cheques drafts, and other negotiable or non- negotiable instruments shall be sufficiently signed when signed by any two Directors of the Board.
10.3 All property of the SKCA shall be the responsibility of the Board.
10.4 The fiscal year of the SKCA shall be the period that began on the date the SKCA came into existence and ended not more than six months before the annual general meeting or, if the SKCA has completed a financial year, the period that began immediately after the end of the last completed fiscal year and ended not more than six months before the annual general meeting.
10.5 The Treasurers who are Directors of the Board shall prepare a financial report to be presented at each Annual General Meeting.
10.6 The Board shall, before the end of the fiscal year, appoint two reviewers that the Board has deemed qualified who are not members of the Board. It shall be the duty of the reviewers to examine all books and records of the SKCA and make an attestation as to the accuracy and appropriateness of the Treasurers’ report to the Annual General Meeting.
10.7 A quarterly (January – March; April – June; July – September; October – December) written financial statement shall be presented at the meeting of the Board following the end of the quarter.
10.8 Expenditures, or commitments to spend, with a specified cost ceiling, shall be approved by greater than 50% of the Directors.
10.9 No Director of the SKCA shall have the power to pledge the credit of the SKCA, or to enter into a contract or an agreement on behalf of the SKCA, unless the transaction has been approved by the Board.
11 – Cooperation with other Organizations
11.1 The SKCA may cooperate with other organizations in the City of Toronto having similar duties, powers and, subject to the Articles of Incorporation and the Bylaw of the SKCA, may do such things as it considers necessary in cooperating with those organizations.
12 – Amendments
12.1 Directors may, by resolution, make, amend or repeal any Bylaw that regulates the activities of the SKCA.
12.2 Bylaw, amendments or repeals are effective from the day of the resolution of the Directors.
12.3 Any change to the Bylaw must be presented to the next AGM, where members present may confirm, reject or amend the Bylaw, amendments or repeals through a two-thirds majority vote in favour of the change.
13 – Communication of Bylaw
13.1 The Bylaw shall be made publicly available on the website of the SKCA.
13.2 If an amendment is made to the Bylaw, the previous version of the Bylaw on the SKCA website shall be replaced by the updated version.
13.3 Substantive changes to the Bylaw from the previous version shall be flagged so as to be clear to the reader.
14 – Dissolution
14.1 The SKCA may be dissolved in accordance with subsection 220(2) or (3) of the Canada Not-for-profit Corporations Act, as the case may be.