By-Laws of the Association pour l'amélioration du Lac Manitou et de ses environs

Article 1 — NAME AND LOCATION OF OFFICES

The name of this organization shall be "l’Association pour l’amélioration du lac Manitou et de ses environs".  The Association may use, at any time, the acronym AALM.

The offices of the Association shall be located in the Province of Québec at a location to be determined by the Board of Directors.

Article 2 — AALM MISSION

To preserve, protect, promote and respect our community’s unique quality of life, natural environment, and shared community culture.

Article 3 — PURPOSE AND OBJECTIVES

3.1   Protection of the lake and the natural environment surrounding the lake regarding environmental issues in a proactive fashion whenever possible;

3.2   Community Building;

3.3   Lake Advocacy;

3.4   Environmental Stewardship;

3.5   Membership Advocacy;

3.6   Government Lobby to achieve purpose and objectives;

3.7   Association asset management; and

3.8   Other activities consistent with achievement of the Mission.

Article 4 — MEMBERSHIP

4.1 Regular: Regular Membership is available to the owner(s) or full-time resident(s) of each household located in the Municipality of Ivry-sur-le-lac. For purposes hereof, ‘full time resident’ means a person who does not own a property in the Municipality but resides at a property in that Municipality as his or her principal residence in virtue of a lease for a term of not less than 12 months. Regular Membership includes:

4.1.1 one vote per household on matters brought to a vote among members;

4.1.2 one owner or full-time resident and members of their immediate family (spouse/partner, children, parents) are entitled to participate in Association meetings and activities; and

4.1.3 the voting family member shall be designated. The person thus designated is sometimes referred to herein as a “Regular Member”.

4.2 Associate: Associate Membership on a non-voting basis may be granted to a person who is neither an owner nor a full-time resident of a property in Ivry-sur-le-lac upon satisfaction of the following conditions:

4.2.1 that he or she has expressed in writing a willingness to support the purpose and objectives of the AALM;

4.2.2 that he or she has his or her application supported by at least three (3) Regular Members in good standing;

4.2.3 that he or she has agreed to pay the annual dues of the Association; and

4.2.4 the application for Associate Membership is subject to approval by majority vote of the Directors at a duly constituted meeting of the Directors.

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 or on the AALM website within which the applicant agrees to be bound by the Letters Patent of the Association and the By-Laws of the Association. The applicant shall designate the Regular (Voting) Member on behalf of the applicant family or household, which may be altered from time to time. Eligibility of every new applicant for Regular Membership must be verified by the Treasurer.

4.5 Cessation of Membership: Any member who fails to pay the annual membership dues 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 may, by a two-thirds (2/3) majority 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 4.5.

4.7 Obligation of Members: Members of the Association shall observe and be bound by the Letters Patent and the By-laws of the AALM.

4.8 Reinstatement: Any member having had his or her 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 (“Board”) shall be comprised of eighteen (18) members as per the Letters Patent.

NOTE:  The new by-laws should reflect the old by-laws (i.e. 8-17 Directors) but this will require a change in the Letters Patent first.

5.2.1 The immediate Past-President shall be an ex-officio member of the Board of Directors.

5.2.2 The Board shall meet no less often than every three (3) months (following the Annual General Meeting (AGM), in the winter and in the spring).

5.2.3 Board and Executive Committee meetings may be held in-person, or by electronic means, enabling each person to communicate and be understood (by electronic means) or by a combination of in-person and electronic means.

5.2.4 Exceptionally, the Board may agree to propose, debate and determine resolutions in writing (outside of a regular Board meeting), provided that:

5.2.4.1 all Directors receive the written proposal;

5.2.4.2 all non-emergency written proposals are open for debate for a minimum period of seven (7) days; and

5.2.4.3 all emergency written proposals are open for the maximum amount of time believed possible, if less than seven (7) days.

5.3 Decision-Making: Other than for exceptions shown here, all decisions taken at Board or Committee meetings shall be decided by a simple majority of those present and eligible to vote.  All decisions taken by written proposal shall be decided by a simple majority of those eligible to vote.

5.3.1 All decisions with respect to the discipline, suspension, termination or reinstatement of a Board member or Officer shall be decided by a two-thirds majority of Directors eligible to vote.  All decisions, in this regard, must be ratified by a two-thirds majority vote by the membership.

5.4 Eligibility to Vote: A Director or Committee member shall declare when they are in conflict. A “conflict” shall be a circumstance where an individual is involved in the matter, has a personal or business interest in the matter, or has a family member (spouse/ partner/ child/ grandchild/ parent / sibling) with a personal or business interest in the matter.  Directors and Committee members are eligible to participate in discussions about and to vote on all matters, except where the individual is in a conflict. The fact that the community or environment may improve due to a decision, or that an individual or their family member may enjoy or benefit from that general improvement, does not constitute a conflict.

5.5 Officers: The Officers of the AALM shall consist of: President, Vice President, Secretary, Treasurer and a member at large. The immediate past President shall be an officer of the Association ex officio. The member at large shall be nominated by the President, from amongst the Members of the Board.

5.6 Executive Committee: The Executive Committee shall be composed of the Officers of the AALM. It shall meet prior to Board meetings and at the call of the President or the Vice-President.

5.6.1 Where it is impossible to convene a meeting of the Board to address an emergency in a timely fashion, the Executive Committee shall be authorized to act with the full power and authority that the Board of Directors might itself exercise.

5.6.2 All decisions taken under section 5.6.1 shall be immediately reported to the Board.  At the next meeting of the Board, or earlier if two (2) Directors request, the emergency decision shall be discussed and put to a vote for possible ratification by the Board.

5.7 Eligibility: Directors must be:

5.7.1   eighteen (18) years of age;

5.7.2   a member in good standing for two years prior to their nomination.

5.7.3   a Regular Member while in office.

5.8 Nomination and Election Procedure

5.8.1 Directors of the Association shall be elected at the Annual General Meeting (AGM) and:

5.8.1.1 Director positions shall have two (2) year terms; and

5.8.1.2 Director terms shall be staggered wherever possible.

5.8.2 The Board shall send a general notice to all members, ideally no later than ninety (90) days, and before sixty days (60), prior to the next AGM, inviting members to be candidates for Director positions. Any eligible member of the AALM who applies in writing to the President or the Secretary, with the written support of three (3) other members, shall be a candidate.  Within five (5) days of closing the nominations, the incumbent Board will also propose a set of candidates for election to the Board as "Board-endorsed".

New candidacies are no longer accepted as of thirty-five (35) days prior to an AGM.

In determining who will be endorsed, the Board will consider skills (e.g. leadership and collaboration), experience (e.g. applicable not-for-profit experience), commitment (attendance, participation, and respect for Bylaws), and willingness to take on needed leadership roles.

The Board will also aspire to create a balanced representation reflecting membership diversity across such things as: cultural/linguistic communities, land and water use communities and geographic areas, age, gender, and any other reasonable criteria that the Board from time to time may determine should be aspired to. None of these aspirations will be used as criteria to discourage or exclude potential candidates.

The selection of the endorsed set of candidates by the incumbent Board will be made by a majority vote of the incumbent Board at a duly constituted Board meeting. The endorsed set of candidates will be a minimum of 8 candidates and up to 17 candidates.

Prior to the date which is twenty-nine (29) days before the next AGM, the incumbent Board will provide to members one list of candidates for election to the Board. All eligible candidates appear on the single official "list of candidates" in alphabetical order.

That list will include candidates who will be designated as "Board-endorsed".

Candidates must supply biographies up to 150 words describing background, skills, and experience. Biographies will be circulated to all members prior to an AGM. Board-endorsed candidates will be marked on the ballot as "Board-endorsed."

5.8.3 Voting shall be by secret ballot.  Elections shall be conducted by a past president, beginning with the immediate past president.  The successful candidates will be determined by a majority of votes cast.  If the total of the candidates comprises less than Director positions available, all candidates shall be deemed to be elected by acclamation.

5.9 Election of Officers

5.9.1 The Board shall meet immediately following the AGM and elect the Officers by a majority vote.

5.9.2 Individuals shall be elected to an Office for a term of no more than two (2) years and shall serve no more than three (3) consecutive terms in an Office.

5.9.3 Wherever possible, the term of office of Officers shall be staggered.

5.10  Vacated Position:

5.10.1 The Board may, at any time for good cause and by a two-thirds vote of Directors eligible to vote, remove an individual from a Director position. The individual subject to removal shall be entitled to examine the reasons in writing, and shall prior to the decision being made, be entitled to make submissions in writing or in person, as they prefer, to the Board. The decision must be ratified by a two-thirds vote of the membership.

5.10.2 Should a Director's position become vacant it will be filled only if required to meet the provisions contained in Article 5.2.

5.10.3 When the individual serving as President is unavailable to serve for a period of at least one (1) month, or when the office becomes vacant, the Vice-President shall perform the duties of the Office until the incumbent returns, or the Board appoints a new President.

5.10.4 No Officer position shall be left vacant longer than sixty (60) days.

5.10.5 Should the positions of Secretary or Treasurer or Vice-President become vacant, the Board of Directors shall elect a Director to fill the position.

5.10.6 If a vacancy arises, the Board of Directors may decide to have one officer fulfill one or more officer roles for the balance of the term.

5.11 Exclusions from Office:

5.11.1 Any individual who holds elected office at, or is employed by, the Municipality of Ivry-sur-le-lac, Sainte-Agathe-des-Monts or the MRC des Laurentides is not eligible to serve as a Director or an Officer.

5.11.2 Any individual who has served the maximum terms as an Officer, is no longer eligible to serve as an Officer. This exclusion does not prohibit an immediate family member of the individual from being designated the voting member of the household and serving themselves.

Article 6 — DUTIES OF DIRECTORS AND OFFICERS

6.1 President: Shall,

6.1.1 act as Chairperson of all Executive Committee Meetings, Board of Directors Meetings, and all General Meetings;

6.1.2 represent, or have a delegate represent, the AALM publicly and at meetings or functions with external organizations;

6.1.3 sign, or authorize the signing, of all official correspondence of the Association;

6.1.4 have cheque co-signing authority; and

6.1.5 be an ex-officio member of all Committees.

6.2  Vice-President: Shall,

6.2.1 assume the responsibilities of the President in his or her absence;

6.2.2 have cheque co-signing authority; and

6.2.3 fulfill other functions specifically delegated by the Board.

6.3 Secretary: Shall,

6.3.1 prepare and retain copies of all Association correspondence;

6.3.2 have cheque co-signing authority; and

6.3.3 keep and archive minutes of the AGM and Directors’ meetings and any meetings of the Executive Committee.

6.4 Treasurer: Shall,

6.4.1 maintain and record the accounts and financial transactions of the Association;

6.4.2 report these at all scheduled meetings;

6.4.3 make necessary expenditures on behalf of the Association in accordance with financial protocols;

6.4.4 in cooperation with the Board, prepare an annual budget for the coming fiscal year for presentation to and approval by the Board;

6.4.5 facilitate an annual review of the Association's financial records and financial statements as well as file appropriate Income Tax Return(s); and

6.4.6 have cheque co-signing authority.

6.5 Directors: Shall,

6.5.1 conduct the general business of the Association in keeping with the Letters Patent and the By-Laws, in a manner consistent with their duty as fiduciaries of the Association;

6.5.2 authorize the Officers to conduct banking on behalf of the Association;

6.5.3 receive, consider and act upon, as appropriate, reports and recommendations delivered to it by standing and ad hoc committees; and

6.5.4 perform any additional duties required to fulfill the Mission and purpose and objectives of the Association that are not specifically outlined in the Letters Patent and the By-Laws.

6.6 Removal from Office

6.6.1 The members may, by resolution passed by at least two-thirds of the votes cast at a Special General Meeting (SGM) or Annual General Meeting (AGM) 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 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.

Article 7 — COMMITTEES

7.1 Committees of the Association shall be established by the Board of Directors when required.

7.2 The composition, roles and responsibilities of Committees will be established by the Board of Directors and updated as required by it.

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 its mandate.

Article 8 — MEETINGS

8.1 The Annual General Meeting (AGM) of the Association 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 website and communicated electronically to the last e-mail address of all members on the Association list (includes current and former members), or by ground mail, not less than thirty (30) days prior to the meeting date.

8.2 A Special General Meeting (SGM) of the Members will be called by the Board of Directors:

8.2.1 when a majority of the Directors calls for one; or

8.2.2 on receipt of a request for a meeting approved in writing by no fewer than twenty (20) Regular Members.

8.3 Notice of the meetings outlined in Articles 8.2 shall be convened in the same manner as the AGM.

8.4 All AALM Meetings, except for the AGMs and any Special General Meetings (SGMs), may be held in-person, by electronic means or by a combination of both methods. No voting member shall be excluded from a meeting because they are unable to attend in-person.

8.5 Committees shall meet as required. The dates shall be set by the Committee Chairperson.  Minutes shall be taken at each meeting and submitted to the Secretary of the Association.

8.6 Members wishing to place an item on the agenda of any AALM meeting shall inform Committee Chairperson, the Secretary and/or President in writing, not less than seven (7) days in advance of the meeting.

8.7 Agenda for Executive, Board, AGM and SGM meetings shall be set by the President/Vice-President. The agenda for Committee meetings shall be set by the Committee Chairperson.

8.8 Quorums for meetings shall be as follows:

8.8.1 AGM and SGM: Twenty (20) Regular Members in good standing personally present.

8.8.2 Executive Committee: Three (3) members of the Executive Committee personally or electronically present.

8.8.3 Board of Directors - two (2) Officers and four (4) Directors personally or electronically present.

8.8.4 Committees: The Chair and four (4) members personally or electronically present.

8.8.5 Persons may participate and vote in any meetings of the Association (except AGMs or SGMs) by means of a conference telephone or other electronic communications device that permits all participants in the meeting to communicate with each other throughout the meeting. A person participating in a meeting by such means is deemed to be present at the meeting.  This will include meetings of the Directors, Officers or Committees.

8.9 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 Letters Patent;

9. Election of Directors (when applicable);

10. Water Quality;

11. Annual Report of the Mayor of Ivry-sur-le-lac;

12. Other Business; and

13. Adjournment.

8.10 Voting at an AGM is limited to Regular Members in good standing.

8.11 Proxy votes are not permitted.

8.12 One vote per member household is allowed for elections at an AGM.

8.13 Rules of Order shall be those written by Robert's, unless that source has no applicable rule.

Article 9 — AMENDMENTS TO THE LETTERS PATENT AND BY-LAWS

9.1 Letters Patent amendments require a two-thirds majority of the eligible voters present at the AGM or SGM where the amendments are considered.

9.2 By-Law amendments not affecting the rights of any member may be approved by the Board but are subject to discussion and ratification voting, by a simple majority, at the next meeting of the Members.

9.3 Ratification of any By-law amendment other than those considered under Section  9.2 requires a two-thirds majority of the eligible voters present at the AGM or SGM.

9.4 Letters Patent and By-Laws changes must first be submitted to and approved by the Board of Directors who will then in turn submit approved amendments to the AGM or SGM for ratification.

9.5 All proposed Letters Patent amendments must be submitted, noting the mover and seconder, to the Secretary prior to June 1st of the year of the AGM.

9.6 Any update to Letters Patents or 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 pursuing and promoting the purpose and 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 Committee.

10.4 Cheques shall require the signature of at least one officer with co-signing authority.  Actual revenue and expenditure will be shared periodically with both the Executive (monthly) and the Board (quarterly) over the course of a year.

10.5 The fiscal year of the AALM shall be April 1st to March 31st.

Article 11 — INDEMNIFICATION OF OFFICERS AND DIRECTORS

11.1 The Association 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 tortious 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/her part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his/her office, or in relation thereto, unless the same shall happen through his/her own dishonesty.

11.3 Membership and participation in the Association is voluntary and no member shall receive any compensation or honorarium for participating in Association 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 the Letters Patent and the By-Laws, when required, shall be by a majority vote of the Board of Directors.

12.2 Any item not specifically covered by the Letters Patent and the By-Laws shall be decided by a majority vote of the Board of Directors.

Article 13 - AALM MEMBERSHIP DUES

13.1 The dues of the Association shall be fixed by the Board of Directors on recommendation of the Executive.

Article 14 - PAYMENT OF DUES

14.1 Membership dues are payable on April 1 annually.

14.2 Membership dues may be paid at the AGM.

14.3 Payment may be made in cash or by cheque payable to the AALM or by way of the AALM website via bank electronic transfer or credit card payment.

14.4 Membership dues will not be pro-rated.