NORTHERN GEORGIAN BAY ASSOCIATION
Adopted August 2016
ARTICLE I: Name
The name of the association shall be Northern Georgian Bay Association and it may be represented by the initials “NGBA”. The organization is a Canadian Not-For-Profit Corporation.
ARTICLE II: Home Office and Territory
- The official head office or mailing address shall be located within the Province of Ontario as determined from time to time by the Board of Directors.
- The territory to be represented by the NGBA shall be restricted to property either owned or leased, and, in most cases, waterfront property, on or having access to the northern shore of Georgian Bay extending from Grondine Point westward to the western end of Lansdowne Channel. It shall include islands and properties in this area including, but not limited to, those in and around Beaverstone Bay, Collins Inlet, Mill Lake, Philip Edward Island, George Island, Killarney Bay, Badgeley Island, Centre Island, Partridge Island, Lansdowne Channel, and the shoreline and islands of Frazier Bay.
ARTICLE III: Mission
- To advance, promote and protect the common interest, proprietary and otherwise, and the welfare of seasonal and other residents and owners of lands within the area of interest.
- To advance, promote, maintain and sponsor the preservation, restoration and protection of natural and historic scenic beauty, pristine environment, fish, wildlife, and water quality in the designated preserves.
- To advance, promote, maintain and sponsor the conditions of health, sanitation, safety and general welfare in the area.
- To encourage the orderly development of the area and its natural resources without sacrificing its natural environmental values and historic significance.
- To assist governmental, charitable, educational and civic organizations, visitors, and other appropriate organizations and persons in providing needed services and benefits for not only the members of the Association, but also other residents and visitors of the area and the community at large.
- To assist in maintaining and improving any existing facilities in the area for the public use and for members of the Association.
- To undertake, either independently or in cooperation with other organizations or agencies, any programs or activities consistent with the foregoing objectives.
ARTICLE IV: Membership
The Board from time to time may establish categories of membership, structures and/or dues, as it deems appropriate to fulfill the Association’s Mission, address the member’s needs and assure the Association’s financial soundness. Such Membership categories shall always follow the Association’s intent of only providing one membership vote per member property.
ARTICLE V: Membership Dues and Special Assessments
- Members shall pay such dues as shall be fixed from time to time by the Board of Directors. Dues shall be due and payable on the fifteenth (15th) of April in each year, for the Association’s fiscal year as hereinafter provided. All those with current paid-up dues shall be members of NGBA and Primary Members shall be entitled to cast one (1) vote per Primary Member at any meeting of the members, as described herein.
- Monies received for membership dues shall be used to further the interests of the Association and shall be expended in accordance with authority granted by the Board of Directors.
- The Board of Directors may request a special assessment from the members for a special purpose to be determined by a majority vote of the Board of Directors.
- Such assessment shall not be effective until approved by a majority vote cast by the numbers at a general meeting or by official association e-mail ballot for the purpose of considering the assessment.
ARTICLE VI: The Association’s Fiscal Year
The Association’s Fiscal Year shall be the Calendar Year, from the first day of January to the last day of December in the same year (subject to governmental approval).
ARTICLE VII: Directors
The Board of Directors shall have a general charge of the affairs, funds, property, and day-to-day operations of the Association. If there are not enough candidates to fill the maximum number of Directors, then an additional Primary Member or their designated immediate Family Member may also be elected to the Board for a two (2) year term, however, only one (1) Director from a Primary Membership may serve as an Officer.
- There should be not less than five (5) nor more than seven (7) Directors of the Association who shall serve staggered terms. The term of office shall be so arranged that one-half of the total Board membership shall be elected each year and the regular term shall be two (2) years.
- The Board of Directors shall meet promptly following their election and shall elect from their own number a President, a Vice President, and a Secretary-Treasurer to hold office for the term of one (1) year.
- The Board of Directors shall meet at such times and places and in such manner including by teleconferencing as determined by the President or any three Directors. A simple majority of Directors shall constitute a quorum of the Board.
- Any vacancy on the Board of Directors created by resignation, death or otherwise, shall be filled by the remaining Board of Directors appointing a replacement to serve the balance of the term of the vacancy.
- The Directors and Officers shall receive no remuneration for acting as such.
- Any action of the Board of Directors may be taken without a meeting if a majority of the Board consent in writing or by email and the writing or writings are filed with the corporate records.
- A reasonable effort shall be made by the Directors to have a geographical balance between the areas east and west of the Killarney East lighthouse.
ARTICLE VIII: Committees and Ad Hoc Committees
- Committees may be established from time to time by the President or the Board of Directors. The Committee Chairperson would normally select committee members from Primary or Family Members in good standing.
ARTICLE IX: Officers
The Officers of the Association shall be a President, a Vice President and a Secretary-Treasurer and shall be elected from the membership of the Board of Directors for one-year terms.
- The President of the NGBA shall:
- preside at the meetings of the NGBA and the Board
- call meetings of the Board and Special Meetings whenever he/she deems necessary, when a majority of the Board directs, or as required by this By-law;
- be charged with the general management and supervision of the affairs and operation of the NGBA;
- Be the authorized spokesperson for the NGBA.
- The Vice President(s) of the NGBA shall:
- assist the President in the performance of his/her duties;
- preside at all meetings in the absence of the President;
- succeed to the office of President in case of vacancy until a successor can be chosen.
- The Secretary-Treasurer shall keep the records and accounts, receive and record the annual dues, perform such other business as is incumbent on the position and shall also keep a record of the members’ names, permanent home mailing and e-mail addresses, and telephone numbers.
- As Secretary he/she shall:
- attend or participate in all meeting of the NGBA and the Board and record all facts and minutes of all proceedings in the books kept for that purpose;
- distribute correspondence, notices, data, etc., to the Members, to the Board and to others;
- maintain and update files and records for the NGBA, maintain a current contact list of members and interested parties.
- As Treasurer he/she shall:
- keep a current and accurate record of all financial transactions of the NGBA and of the Board of Directors;
- collect all monies due to the NGBA and deposit in an authorized bank account;
- at the direction of the Board disburse funds and keep an accurate account of monies received and expended, in accordance with Generally Accepted Accounting Practices (GAAP).
ARTICLE X: Board Structure
Any person selected to represent NGBA in any capacity shall be a current, paid-up Primary Member of NGBA or properly designated Family Member of the Primary Member’s immediate family.
ARTICLE XI: Communications and Use of Personal Information
- A major objective of the Association shall be to provide transparency and accountability for all Board of Directors’ efforts. This objective shall be met through the combined efforts of all Board Members. Each Director shall be responsible for the timely response and follow-up to any Association member’s inquiry or request and to all internal Board communications.
- The personal information that Association members submit for use in the Yearbook is solely intended for the private use and convenience of the Association’s members. Any commercial, advertising, solicitation, advocacy group or other proposed deviation from this intent shall be formerly reviewed and approved by the Board.
- Members are not entitled to share such published personal information of another member, as found in the Yearbook, with any person, business, group or other organization that is not a member of the association.
ARTICLE XII: Nomination of Directors
- The election of Directors will take place at the Annual General Meeting.
- Nominations for Directors to sit on the NGBA Board of Directors will be taken in writing or e-mail to the Secretary-Treasurer prior to the AGM or may be made orally at the AGM or by eligible Primary Members or their designees by email no later than seven (7) days prior to the AGM meeting.
- The Board of Directors shall be responsible for the cultivation and broad recruitment of capable and willing Association members to be possible Directors or Committee Chairs. The Secretary/Treasurer shall maintain and update a current list of such potential candidates and shall ensure that the list is reviewed annually, preferably during the spring Board meeting.
ARTICLE XIII: Meetings of the Members
- The Annual General Meeting (AGM) shall be held at a location reasonably accessible by the members. The Board of Directors will select a date and time that most members will be able to attend, typically mid-summer. The membership shall be given reasonable notice of at least thirty (30) days prior to such meetings.
- Special meetings of the Association may be called at any time by the Board of Directors or by any ten (10) Primary Members of the Association in good standing. The entire membership shall be given notice (30) days prior to such meeting. Such notice shall state the date, time and place and purpose of the meeting.
- Those Primary Members, present in person shall constitute a quorum at any meeting of the Association. Any meeting of the Association may be adjourned by a majority of those present to a date not less than (10) days later than the time appointed for the meeting so adjourned.
- Only the Primary Member whose dues are current shall be entitled to one (1) vote at any meeting and may so vote either in person or by official association e-mail ballot received by the Secretary prior to the vote being taken.
ARTICLE XIV: Quorum at Member Meetings
The primary members present in person, who are entitled to vote, shall constitute a quorum for transaction of business at any annual or special general meeting of Association Members.
ARTICLE XV: Voting at Member Meetings
- Membership shall be determined from the official records maintained by the Secretary-Treasurer of the Association. Current Primary Members shall be entitled to cast one (1) vote per paid Primary Membership at any meeting of the members.
- At all meetings of members, every question, unless otherwise required by the By-Laws of the Association, or by law, shall be decided by the majority of the votes duly cast on the question.
- The President or other presiding Officer shall withhold his/her vote until the vote has been counted. In the case of an equality of votes, either upon a show of hands or upon a ballot, the President or presiding Officer shall use this vote as the deciding vote to determine a proper outcome.
- Where a current Primary Member is unable to attend the AGM in person because of extenuating circumstances, that Primary Member may permit another current Primary Member to carry his/her Proxy vote to the AGM meeting. No Primary Member shall be permitted to carry more than two (2) Proxy votes. The Primary Member unable to attend the AGM and giving his/her Proxy to another Primary Member must register that fact with the Secretary-Treasurer either by e-mail or telephonically at least seven (7) days prior to the AGM. Should the Primary Member granting that Proxy then be able to attend the AGM, then that Proxy will become null and void.
ARTICLE XVI: Conduct of Meetings
- The proceedings at Members’ or Board of Directors’ meetings shall be governed by the latest edition of Robert’s Rules of Order.
- To ensure appropriate prior review by the Board of Directors, when an Association member wishes to have an issue considered for the Agenda, he/she should send written notice to the Secretary and President two weeks in advance of the meeting.
- At the discretion of the Board of Directors, at the outset of the meeting there may be a vote of the membership to determine whether to include the requested issue on the agenda. Unless properly included as an agenda item, no issue raised at the meeting may be put to a vote of the Association’s membership.
ARTICLE XVII: Annual Meeting Order of Business
At least the following Association business shall be addressed at every meeting:
- Approval of the previous meeting’s Minutes
- Brief report by the President
- Financial Statement of Association – Secretary-Treasurer
- Committee Reports (if any)
- Voting, if required, and/or elections by Association membership.
- Old business
- New business
ARTICLE XVIII: Meetings of the Board of Directors
The Directors shall meet at the call of the President, the Vice-President, or by the Secretary-Treasurer, when so directed in writing by four (4) or more Directors. Notice of the Board of Director meetings shall be given by email or telephonically at least five (5) days before the proposed meeting date. The statement of the President, Vice-President or Secretary-Treasurer that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice.
ARTICLE IX: Insurance and Indemnification
The Board of Directors shall at least annually review requirements and make provision by appropriate resolution and action for securing necessary general liability, special and officers and directors’ insurance coverage, as well as indemnification of Officers, Directors and other Board representatives to the extent permitted by law for activities by them on behalf of the Association.
ARTICLE XX: Auditor
An Auditor may be appointed by action of the members at the NGBA for the ensuing year. Primary Members may elect, at their sole discretion, NOT to retain the services of an auditor. If an Auditor is desired that person may or may not be an association member or may or may not be a Certified or Public Accountant.
ARTICLE XXI: Other Organizations
The Board of Directors may from time to time elect to affiliate the Association with other organizations along the Georgian Bay with interests similar to those of the NGBA and may designate a Primary Member or Family Members to represent the Association in these organizations.
ARTICLE XXII: Amendments to the By-Laws
These By-Laws are drafted and recommended by the Board of Directors, then presented and adopted by the general membership of the Association, with the authority granted at the Annual General Meeting to implement and publish these proposed changes, These approved By-Laws, shall remain in full force and effect, until such time as they are properly revised, amended, restated or otherwise validly superseded, according to law.
These By-Laws may be amended by a 2/3 majority of members present in person or by official association e-mail ballot at any annual meeting, any special meeting called for that purpose, or by consent in writing signed by a majority of the members, if the writing, or writings, is/are filed with the corporate records.
ARTICLE XXIII: Parliamentary Authority
The proceedings at members’ or Board of Directors’ meetings shall be governed by the latest edition of Robert’s Rules of Order.
To ensure appropriate prior review by the Board of Directors, when an Association member wishes to have an issue considered for the AGM Agenda, he/she should send written notice to the Secretary and President two weeks in advance of the AGM.
At the discretion of the Board of Directors, at the outset of the AGM, there may be a vote of the membership to determine whether to include the requested issue on the AGM Agenda. Unless properly included as an AGM Agenda item, no issue raised at the AGM may be put to a vote of the Association’s membership