Citizens for Safe Cycling (Ottawa-Carleton) BY-LAWS
statutory requirements are shown like this and cannot be changed by CfSC.
WHEREAS Citizens for Safe Cycling (Ottawa-Carleton) is a non-profit organization incorporated in the Province of Ontario and whose object is to promote cycling as a viable means of transportation
The official name of the organization is CITIZENS FOR SAFE CYCLING (OTTAWA-CARLETON) otherwise known as Citizens for Safe Cycling or CfSC
a) Membership in the organization shall not be restricted, but open to all interested individuals and corporations.
b) There shall be individual, household, and corporate memberships. Other types may be created at the discretion of the Board.
c) Privileges of Membership.
i) Members will receive the CfSC newsletter and other publications as approved by the Board.
An individual member who has been a member for at least one full calendar month is entitled to one vote at all general meetings of the organization at which they may be present.
A Household membership shall entitle two persons living at the same address to be members as though they were individual members with each having a voting right. However, they shall be entitled to only one copy per issue of CfSC's newsletter and other printed material which CfSC may make available from time to time.
No other classes of membership shall have voting rights at general meetings.
iii) Individual and household members may be nominated for election to the Board.
iv) Members may participate in all scheduled events of the organization.
Members shall be expected to:
i) Encourage and promote cycling as a healthy, economical, ecologically sound, and viable means of transportation, and
ii) Display courtesy, good sense, and concern for the safety of self and others while cycling.
e) Dues will be set by, and revised at the discretion of, the Board.
f) Any member in arrears in payment of membership dues shall forfeit all privileges of membership forthwith until payment of such arrears.No member whose dues are in arrears shall vote at any meeting
g) Termination of Membership
A member may resign from the organization by providing written notification to the Secretary.
i) A member may be expelled from the organization by resolution of the Board where substantial evidence indicates that the member is acting against the interests of the organization.
ii) Notice shall be mailed to the expelled member within seven days of the decision of the Board, explaining the reason or reasons for the expulsion.
iii) The expelled member shall forfeit all membership privileges, and shall forfeit all membership dues paid for the current term of membership.
iv) Expulsion may be appealed at a General Meeting which shall be called within three months of the date of the receipt of the appeal.Should quorum not be achieved, the appeal will be deferred until the next General Meeting of the organization. If the expulsion is successfully appealed, the member will regain all membership privileges.
h) A list of members with their last known address shall be kept by the Board and shall be made available to any member upon request. No member shall use this list for any purpose unrelated to the affairs of the organization.
a) Board Meetings may be called by any Director of the Board whenever necessary. All Board Meetings shall be open to the general membership. All Directors must be given notice.
b) General Meetings of the membership may be called by the Board whenever necessary. The membership shall receive at least 21 days notice of such a meeting. General meetings may also be called at the written request of not less than one-tenth of the membership. Sufficient notice shall be given for such a meeting also explaining the purpose of the meeting. (s.295, 296)
c) The Annual General Meeting of the organization shall be held on or before December 31 of each year, at a time and place designated by the Board.
i) A majority of Directors must be physically present at any meeting of the Board to constitute a quorum.(s.288)
ii) Quorum at a General Meeting shall be the lesser of twenty members in good standing or five percent of the membership.
e) Meetings shall be held within the City of Ottawa.
4. Board of Directors
a) The Board shall consist of President, Past President, Vice-President, Secretary, Treasurer, and members-at-large. Directors shall be elected to these positions by the membership. The number of directors shall be determined by the Letters Patent and may be changed by Special Resolution.
5. Duties of the Board
a) The Board is responsible for the management of the business affairs of the organization.
b) The Board shall organize and prepare the program for all meetings of the organization.
c) The Board shall create any committees which may be necessary for carrying out the activities of the organization.
d) The Board may temporarily fill any vacancies on the Board until the Annual General Meeting.
e) The Board shall retain minutes of all proceedings at meeting of members and directors.
f) The Board shall provide a full report on the financial position and activities of the organization at the Annual General Meeting.
g) The Board shall annually appoint the Chair of the Management Committee for the CfSC Cycling Safety and Promotion Program.
h) The Board shall annually appoint CfSC's representatives on those advisory committees where CfSC has representatives.
i) The Board shall appoint a Nominations Committee no later than 30 days before the Annual General Meeting. The Nominations Committee shall accept the nominations for the Board of Directors and shall supervise the election of Directors.
6. Duties of Officers of the Board
a) The President shall act as executive head of the organization and shall be an ex-officio member of all committees.
b) The Vice-President shall assume the duties of the President in the absence of the President.
c) The duties of the Secretary shall include:
i) Safe-keeping the Seal of the organization, and ensuring the safe-keeping of all books, papers, records, correspondence, contracts, and other documents of the organization.
ii) Ensuring that minutes of all Board meetings and General Meetings of members are accurately recorded.
iii) Conducting or overseeing the correspondence of the organization
iv) Ensuring that required notice is given to Directors, members, auditors, and committees of the Board.
v) Making the minutes and records of the organization s business available to any member upon receipt of 48 hours notice.
d) The duties of the Treasurer shall include:
i) Ensuring that an accurate account of the organization's financial status is maintained, including overseeing the necessary day-to-day banking procedures.
ii) Presenting a financial report to every Board meeting, and financial statements at the AGM and at least quarterly to the Board.
iii) Overseeing the preparation of budgets for the organization and the CfSC Cycling Safety and Promotion Program for each fiscal year.
e) The Past President shall mentor and assist the President to ensure a smooth transition between Presidents, as well as any other duties assigned by the Board.
7. Delegation of powers and duties
In the case of the absence or inability to act of the President, the Vice-President, the Secretary, the Treasurer or any other Director, or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers and duties of such Director to any other Director.
No Board Member shall receive any remuneration for services to the organization, except that a Board Member who is a certified CAN-BIKE cycling skills instructor may teach cycling skills courses at the standard rate of payment by CfSC, for the CfSC Cycling Safety and Promotion Program.
9. Conflict of Interest
Any Director who has a financial interest in any contract or transaction to be approved by the Board shall declare such an interest at the Board meeting at which the contract or transaction would be discussed, and shall absent themselves from the meeting during the discussion of that item and refrain from voting on that item.
b) Responsibility to CfSC
Each Director shall consider that his or her primary allegiance in the conduct of CfSC's business shall be to CfSC. If the Director's membership in any other organization would affect his or her judgment on any item before the Board, the Director shall declare that membership and shall refrain from voting on that item.
10. Election of the Board of Directors
a) The election of the Directors of the Board shall take place at the Annual General Meeting of the organization.(s.287)
b) Notice of the Annual General Meeting shall indicate the process for nominations for election to the Board.
c) The Chair of the Nominations Committee shall present the names of all nominees, who are members in good standing, which have been submitted to the committee for consideration at the AGM. Any member may nominate from the floor any other member in good standing who is present at the meeting or who has indicated in writing a willingness to stand for election.
d) Board members shall be elected for a two year term. The President, Secretary, one-half of the members-at-large, and any vacant positions shall be elected in odd years. The Vice-president, Treasurer, remaining members-at-large and any vacant positions shall be elected in even years.
At the conclusion of the President's two year term, if they are not re-elected President either because they choose not to run or are defeated in an election, the President shall automatically assume the position of Past President for a subsequent two year term. If the President resigns before the conclusion of their two year term, they are not entitled to serve as Past President.
If for whatever reason, the Past President position cannot be filled in any year, an additional member-at-large position may be elected for that year in lieu of the Past President.
If a replacement President was appointed by the Board during the previous term, the replacement President may run for election as President, but may not assume the position of Past President.
e) If a Board member who has completed one year of a two-year term is elected to another Board position at the AGM, that Board member's former position shall be declared vacant, and an election for the former position shall be held at the AGM.
f) Any vacancies that occur on the Board which do not affect quorum may be filled for the remainder of the term by the directors currently in office.
g) All nominees shall be members in good standing of the organization.
h) The terms of Directors start at the end of the annual general meeting where they are elected to or assume their positions, and run until the end of the annual general meeting when their terms expire.
i) The person filling the position of Past President shall not be elected to or appointed to a position as an Officer of the Board again until the next annual general meeting after the one in which his or her term expires.
11. Termination of Directors
a) The office of a Director shall forthwith be vacated if:
i) the holder of such office becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent.
ii) the holder of such office is found to be a mentally incompetent person or a person mentally incapable of managing his or her own affairs.
iii) by notice in writing to the Secretary, the holder of such office resigns his or her office.
iv) at a general meeting of members, a resolution is passed by at least three-quarters of the members present and voting at the meeting that the holder of such office be removed from office
v) the holder of such office ceases to be a member of Citizens for Safe Cycling
b) Board members who miss three consecutive Board meetings without adequate notice or excuse (based on a hearing of the Board), will be considered as having resigned from the Board.
12. Agents and Employees
a) The Board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board.
b) All agents and employees of Citizens for Safe Cycling, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board at any time.
c) All agents and employees shall sign such contracts, documents or instruments in writing as require their respective signatures and shall have the authority to perform all powers and duties incident to their respective offices and such powers and duties as may from time to
time be assigned to them by the Board.
c) The remuneration of all agents and employees shall be fixed by the Board by resolution.
a) All funds of the organization shall be deposited in a Chartered Bank, Trust Company, Credit Union, or Province of Ontario Savings Office.Payments shall be made by cheque, signed by any two Directors designated by the Board or the Treasurer and any other agent or employee designated by the Board.
b) The books and records of the organization shall be held by the Treasurer or an officer of the Board designated by the Treasurer and may be inspected by any member of the organization upon receipt of forty eight hours notice.
c) The fiscal year of the organization shall terminate on the 31 day of October in each year.
d) The Board may from time to time:
i) borrow money on the credit of Citizens for Safe Cycling
ii) charge, mortgage, hypothecate or pledge all or any of the real or personal property of Citizens for Safe Cycling including book debts, rights, powers, franchises and undertakings, to secure any money borrowed, or any other debt or any other obligation or liability of Citizens for Safe Cycling.
E) An audited annual financial statement shall be made available to members at the annual general meeting, and at other times upon special request
14. Changes in by-laws
a) The by-laws of the organization may be amended, revised or repealed by a vote of not less than two thirds of the voting members of the organization present at any General Meeting.
15. Changes in Letters Patent
a) The organization may change the number of directors or the location of the head office to another place in Ontario by Special Resolution which shall be filed with the government and published in The Ontario Gazette within fourteen days after the resolution has been confirmed by the membership.
b) Other changes such as the change in the names and information about directors shall be filed with the government within ten days of the change.
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Original approved at the Citizens for Safe Cycling general meeting of 1992 April 24.
Modifications approved at CfSC AGM of 1996 November 24.
Modifications approved at CfSC AGM of 2000 November 3.
Modifications approved at CfSC AGM of 2003 October 24.
Modifications approved at CfSC AGM of 2006 October 12.