By-Laws of the Association pour l'amélioration du Lac Manitou et de ses environs
Article 1 — Name and location
The name of this organisation shall be L'Association pour L'amélioration du Lac Manitou et de ses environs. The corporation may use at any time the acronym AALM.
The offices of the association shall be located in the Province of Quebec at a location to be determined by the Board of Directors.
Article 2 — Mission
a) The association was established in 1912 with the following mission:
b) To provide a vehicle for assuring that the water of Lake Manitou is kept clean and for the preserving and maintaining the quality of life we enjoy so much.
c) To assure that the members are adequately represented on the Local Municipal council and any other communal or government organisation as the case may be, and that their views are made known whenever necessary.
d) To provide a means for residents of the area to meet and discuss issues of general interest to the community.
Article 3 — Purpose
The purpose and objectives of the association shall be:
a) Protection of the lake and the general environment surrounding the lake regarding environmental and related issues in a proactive fashion whenever possible;
b) Community Building;
c) Lake Advocacy;
d) Environmental Stewardship;
e) Membership Advocacy;
f) Government lobby to achieve objectives;
g) Manage the assets of the Association.
Article 4 — Membership
4.1 The owner(s) or full-time resident(s) of a property or properties located in the Municipality of Ivry-sur-le Lac are entitled to a single membership in the association on payment of the annual membership fee. This membership extends to the immediate family or families (spouses or partners, sons and daughters) of the owner or owners, although only one person to be designated initially may vote on any motion at a general meeting.
4.2 ASSOCIATE: Anyone who does not qualify for a regular membership but who nonetheless has an interest in the association is entitled to a non-voting associate membership on payment of the annual membership fee.
4.3 HONORARY: From time to time, the board may award a one-year, renewable, non-voting honorary membership in recognition of services rendered to the association.
4.4 APPLICATION: Application for membership must be in writing on the prescribed application form or on the AALM site, in which the applicant agrees to be bound by the Constitution and By-Laws of the association. The applicant shall designate the voting member of the family which may not be altered.
4.5 CESSATION OF MEMBERSHIP: Any member who fails to pay the annual membership fee shall cease to be a member of the association. The interest of any member in the association shall not be transferable.
4.6 TERMINATION OF MEMBERSHIP: The Board of Directors in accordance with the By-Laws of the association may terminate the membership of any member.
4.7 OBLIGATION OF MEMBERS: Members of the association shall observe and be bound by the Constitution and By-laws.
4.8 REINSTATEMENT: Any member having had his membership terminated for any cause shall be eligible for membership only in the manner prescribed for new members.
Article 5 — Directors, Officers and Executive Committee
5.1 DIRECTORS: The Directors shall be responsible to the membership for the general operations and management of the AALM. They shall also be responsible for conducting and overseeing the affairs of the association.
5.2 BOARD OF DIRECTORS: The Board of Directors shall be comprised of a minimum of eight (8) and a maximum of seventeen (17) members.
5.2.1 The immediate Past-President shall be an ex-officio member of the Board of Directors.
5.3 OFFICERS: The Officers of the AALM shall consist of: President, Vice-President, Secretary, Treasurer and recording Secretary.
5.4 EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the Officers of the AALM. It shall meet at the call of the President or the Vice-President. In any emergency situation which arises affecting the association, the Executive Committee shall be authorized to act with the full power and authority that the Board of Directors might itself exercise provided, that the executive committee shall report any motions or actions taken, to the full Board of Directors at the next Board of Directors meeting. In addition to the officers, the Executive Committee shall comprise one member at large nominated by the President, from amongst the Members of the Board.
5.5 ELIGIBILITY: Directors must be:
5.5.1 Eighteen (18) years of age.
5.5.2 A member in good standing for two years prior to their nomination.
5.5.3 Required to maintain this status for the duration of their term of office.
5.6 NOMINATION AND ELECTION PROCEDURE:
5.6.1. The Board of Directors upon the advice of the executive shall prepare a slate of nominees for the required Director positions. Any member who meets the eligibility requirements may have his or her name added to the slate of nominees, following a call for volunteers which will be made at least one month prior to the AGM. Any member interested in becoming a Director, shall personally identify themselves to the Board not less than fifteen (15) days prior to the General Annual Meeting. In order to qualify as a nominee to the Board, the member in question, who is in good standing, must supply the Board with a minimum of three (3) members who are likewise members in good standing, requesting that he/she should be added to the slate. The Board shall be responsible for the preparation of the final slate which shall comprise members of good standing.
5.6.2 Elections shall be conducted by a past president, beginning with the immediate past president. The slate suggested in paragraph 5.6.1, is presented to the Membership for approval. In the event that the proposed slate comprises more than seventeen (17) persons, a vote will be conducted amongst the general membership. The successful candidate(s) will be determined by a majority of the votes cast.
5.6.3 If the total nominated for a position on the Board of Directors exceeds seventeen (17), then the composition of the board shall be determined by secret ballot.
5.7 ELECTION AND TERMS OF OFFICE
5.7.1 Directors of the association shall be elected at the AGM
5.7.2 Directors shall be elected to serve a two (2) year term
5.7.3 Directors may be elected to serve consecutive terms
5.7.4 Officers shall be elected to serve a two (2) year term
5.7.5 Officers may be elected to serve a maximum of three consecutive terms
5.7.6 Officers shall be elected in the order listed in Article 5.3
5.7.7 Officers shall be elected by a majority vote of the Board of Directors
5.7.8 The Board of Directors shall meet immediately following the AGM and elect the Officers
5.7.9 Wherever possible, the term of office of Directors and Officers shall be staggered.
5.8 VACATED POSITION:
5.8.1 Should the position of President become vacant, the Vice-President shall assume the office of President for the duration of the term of the individual theyhave replaced.
5.8.2 Should the Vice-President assume the role of President, the Board of Directors shall elect an Officer or Director to assume the office of Vice-President.
5.8.3 Should the positions of Secretary or Treasurer become vacant, the Board of Directors shall elect a Director to fill the position.
5.8.4 Should a Director's position become vacant it will be filled only if required to meet the provisions contained in Article 5.2.
Article 6 — Duties of Officers and Directors
6.1 PRESIDENT: Shall,
a) Act as Chairperson of all Executive Committee Meetings, Board of Directors Meetings, and all General Meetings;
b) Represent, or have a delegate represent, the AALM publicly and at meetings or functions with external organizations;
c) Sign, or authorize the signing, of all official correspondence of the association;
d) Have cheque co-signing authority;
e) Be an ex-officio member of all committees;
6.2 VICE-PRESIDENT: Shall,
a) Assume the responsibilities of the President in their absence;
b) Have cheque co-signing authority,
c) Fulfill other functions specifically delegated by the president.
6.3 SECRETARY: Shall,
a) Prepare and retain copies of all association correspondence;
b) Have cheque co-signing authority.
6.3.1 RECORDING SECRETARY: Shall
a) Keep minutes of the AGM and Directors meetings and any meetings of the executive committee.
6.4 TREASURER: Shall,
a) Maintain and record the accounts and financial transactions of the association;
b) Reporting these at regularly all scheduled meetings;
c) Make necessary expenditures on behalf of the association in accordance with financial protocols;
d) In cooperation with the board, prepare an annual budget for the coming fiscal year for presentation to the AGM;
e) Facilitate an annual review of the association's financial records and financial statements;
f) Have cheque co-signing authority.
6.5 DIRECTORS: Shall,
a) Conduct the general business of the association in keeping with the Constitution and By-Laws;
b) Authorize the Officers to conduct banking on behalf of the association;
c) Receive and act upon reports and recommendations delivered to it by standing and ad hoc committees;
d) Perform any additional duties requires to fulfill the mission and purpose of the association that are not specifically outlined in the Constitution and By-Laws.
6.5.1 The Board of Directors may decide to have one officer fulfill one or more officer roles as set out in article 6 for the balance of the term set out in article 5.7.
6.6 REMOVAL FROM OFFICE:
6.6.1 The Board of Directors may, by resolution passed by at least two thirds of the votes cast at a General Meeting of which notice specifying the intention to pass such resolution has been given, remove any Officer or Director from office before the expiration of the term of office.
6.6.2 A Director or Officer may be removed from office, in accordance with the above procedure, if he/she fails to attend three (3) consecutive meetings, without just cause. In such case, if the motive for the potential disqualification is absenteeism, then, the decision may be taken by a majority of the Board of Directors. If for any other cause, the Board will take its decision at a Special General Meeting called for such purpose, and voted upon by a two thirds majority."
Article 7 — Committees
7.1 Committees of the association shall be established when required.
7.2 The composition, roles and responsibilities of committees will be established by the Board of Directors and updated as required.
7.3 The Chairperson of each Committee shall be a member of the Board of Directors.
7.4 The sole function of a Committee is to carry on the activities within the scope of their mandate.
Article 8 — Meetings
8.1 The Annual General Meeting of the AALM shall be held on a weekend in July or August. The date shall be set by the Board of Directors. Notice of this meeting shall be posted on the association web site and communicated electronically to the last e-mail address of all members, or by ground mail, not less than thirty (30) days prior to the meeting date.
8.2 A General Meeting of the association or a special General Meeting may be called by a majority of the Board of Directors, or a majority of the Executive at any time."
8.3 Notice of the meetings outlined in Articles 8.2 shall be convened in the same manner as the AGM.
8.4 Meetings of the Executive Committee shall be scheduled as required.
8.5 The Board of Directors shall meet at least three (3) times a year (i.e.: following the annual General Meeting; in the winter and at a Spring session).
8.6 Committees shall meet as required. The dates shall be set by the Committee Chairperson. Minutes shall be taken of each meeting and submitted to the Secretary of the Association.
8.7 Members wishing to place an item on the agenda of a Meeting shall inform the Secretary or committee Chairperson, not less than seven (7) days in advance of the meeting.
8.8 The agenda for meetings shall be set by the President/Vice-President. The agenda for committee meeting shall be set by the Committee Chairperson.
8.9 Quorums for meetings shall be as follows:
a) AGM and General - ten (10) members in good standing.
b) Executive Committee - three (3) members.
c) Board of Directors - two (2) Officers and four (4) Directors.
d) Committees - the Chairperson and four (4) of the committee members.
e) A quorum may consist of an officer or director who participates by telephone conference.
8.10 The following may be the order of business for the Annual General Meeting:
1. Opening Remarks 2. Presentations 3. Minutes of the Previous Annual General Meeting 4. Reports: Board of Directors, Committees 5. Treasury Report 6. Business Arising from the Minutes 7. Correspondence 8. Amendments to the Constitution 9. Election of Directors 10. Water quality. 11. Ivry Mayor's report 12. New Business 13. Good and welfare 14. Adjournment
8.13 Voting is limited to Regular Members in good standing.
8.14 Proxy votes are not permitted.
8.15 The Rules of Order shall be those written by Robert's.
Article 9 — Amendments to the Letter Patent and By-Laws
9.1 Letter Patent amendments require a two-thirds majority of the eligible voters present.
9.2 By-Law amendments require a two-thirds majority of the eligible voters present.
9.3 The Letter Patent may only be amended at the AGM.
9.4 All proposed Letter Patent amendments must be submitted, noting the mover and seconder, to the Secretary prior to June 1st of the year of the AGM.
9.5 Letter Patent and By-Laws changes must first be submitted and approved by the Board of Directors who will then in turn submit approved amendments to the AGM for ratification.
9.6 An updated Letter Patent and By-Laws will be communicated to the members of the association as soon as practically possible.
Article 10 — Finances
10.1 The business of the association shall be carried out without monetary gain to its members, Officers or Directors. All assets of the association shall be used in promoting the objectives of the association and no member, Officers or Director shall have any claims to such assets.
10.2 If the association were to dissolve, the Board of Directors will identify an organization that meets the purpose of the association and donate all remaining assets to this group.
10.3 Banking arrangements for the association shall be transacted at a financial institution selected by the Executive.
10.4 Cheques shall require the signature of at least two (2) of the Officers designated in Article 5.3.
10.5 The fiscal year of the AALM shall be April 1st to March 31st .
Article 11 — Indemnification of Officer and Directors
11.1 The AALM shall provide for indemnification insurance for its Officers and Directors.
11.2 No Officer or Director of the association shall be liable for the acts, deceits, neglects or defaults of any other Officer or Director, or for joining in any receipt or other act for conformity or for any loss or expense happening to the association through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the association shall be invested, or for any loss or damage arising out of the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office, or in relation thereto, unless the same shall happen through his own dishonesty.
11.3 Membership and participation in the association is voluntary and no member shall receive any compensation or honorarium for participating in AALM activities. The Board of Directors shall reimburse any Officer, Director or Member for all authorized disbursements. Expenses should be approved prior to the expense being incurred.
Article 12 — Interpretation
12.1 Interpretation of this Constitution and By-Laws, when required, shall be by a majority vote of the Board of Directors.
12.2 Any item not specifically covered by this Constitution and By-Laws shall be decided by a majority vote of the Board of Directors.
Article 13 AALM MEMBERSHIP FEES
13.1 The fees of the Association shall be fixed by the Board of Directors on recommendation of the Executive
Article 14 PAYMENT OF FEES
a) Membership fees are due on the date of the Annual General Meeting in each year that renewal is required.
b) Membership fees may be paid at the AGM.
c) Payment may be made in cash or cheque payable to the AALM or by way of the AALM website.
d) Membership dues will not be pro-rated.
Article 15 SANCTIONS
The Board of Directors may, by a two-thirds majority (2/3) vote, suspend or terminate the membership of any individual for any breach of the obligations of members set out in the By-Laws, other than provided for in section 4 hereof. Such action is subject to ratification at the next General Meeting.