The Resolution Committee has reviewed the Constitution and By-laws and having regard for Article 6:02 of the Association’s Constitution and Section 3.06 of the By-law hereby gives notice that the following Motion will be brought forward for consideration at the Annual General Meeting of the Association to be held June 4-7, 2017:
THAT the Association’s existing Constitution and By-law be repealed and replaced with a new Constitution substantially in the form circulated in draft to the membership with the 2017 Annual Report and posted on the Association’s website April 18, 2017.
BE IT ENACTED as a Constitution of the Association as follows:
Section 1 – General
1.01 In this Constitution of the Association, unless the context otherwise requires:
a. The “Association” means the Ontario Association of Committees of Adjustment and Consent Authorities (OACA).
b. "Board" means the Board of Directors for OACA
c. "Constitution" means this Constitution, as amended, which is in force and effect;
d. “Annual Meeting” means the Annual General Meeting of the Association
e. “Member” means a member in good standing of the Association and includes Full Members, Associate Members and Honorary Members.
f. “Board Member” and “Director” mean an elected member of the Board of Directorsg. “Officer” means the President, Vice -President, Treasurer and Secretary of the Association.
1.02 In the interpretation of this Constitution, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Execution of Documents
1.03 Assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two (2) Directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed.
Financial Year End
1.04 The financial year end of the Association shall be December 31st in each year.
1.05 The fiscal year of the Association shall be the calendar year. The banking business of the Association shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Ontario as approved by the Board. The banking business or any part of it shall be transacted by one or more Directors of the Association and/or other persons as the Board may by resolution from time to time designate, direct or authorize.
Annual Financial Statements
1.06 The Association may, instead of sending copies of the annual financial statements and other documents to the Members, publish a notice to its Members stating that the annual financial statements and documents are available by the Association and any Member may, on request, obtain a copy free of charge by electronic means or by prepaid mail.
Section Invalidity of Any Provisions of This Constitution
1.07 The invalidity or unenforceability of any provision of this Constitution shall not affect the validity or enforceability of the remaining provisions of this Constitution.
Proposed NEW Constitution Omissions and Errors
1.08 The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or public accountant, or the non - receipt of any notice by any such person where the Association has provided notice in accordance with the Constitution or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Section 2 – Membership
2.01 The membership shall be of the following classifications:
Full Membership shall be restricted to members of Committees of Adjustment, Land Division Committees, Consent Granting Authorities , Secretary - Treasurers and the Assistant Secretary - Treasurers (appointed by their respective local Committees) of such Committees and Authorities, as applicable
Associate Membership shall be granted to persons, private companies, corporations, partnerships, and associations who are interested in planning regulations, such as:
Professional or Technical Associations of Lawyers, Land Surveyors, Registrars, Engineers and Town Planners.
Provincial and Federal Departments of representatives in the field of Planning and related fields.
Representatives of Developers' Associations and persons engaged by Municipalities to administer and formulate laws or regulations relating to Committees of Adjustment, Land Division Committees and the Consent Granting Authorities.
Any other Municipal employee directly involved in the Committee of Adjustment and Land Division Process.
Honorary Membership shall be those persons who have directly or indirectly contributed to the development and welfare of the Association and who are considered by the Full Members, worthy of recognition for such service. Honorary Members shall be admitted by a majority vote of Full Members at any Annual Meeting of the Association and shall not be required to pay any membership fees, and shall have all the benefits of Full Membership.
2.02 The Board of the Association may, by resolution, approve the admission of a Member of the Association.
2.03 The following conditions of membership shall apply:
a) The term of a Full and Associate Membership shall be annual, subject to renewal in accordance with Section 3 of the Constitution.
b) The term of an Honorary Membership shall be a lifetime membership.
c) Full Members in good standing will be entitled to receive notice of, attend and vote at the Annual Meeting and each Full Member shall be entitled to one (1) vote at such meetings.
2.04 A majority vote of the Full Members present and voting at any Meeting shall be required to adopt any amendments to the Constitution or any motion validly before such meeting.
2.05 Full and Associate Members shall be entitled to the privileges of the floor for discussion at all meetings of the Association.
2.06 No Member shall have any right, title or interest in any property of the Association.
Section 3 - Membership Dues & Termination
3.01 The dues shall be reviewed and adjusted, as necessary, annually by the Board to reflect any increases or decreases in the Association’s operating costs.
3.02 The payment of dues shall cover the calendar year January 1 to December 31 and shall become due and payable on January 1 of each year.
3.03 No Member shall be in good standing or be qualified to exercise or be entitled to any privilege of membership who is in default of payment of his/her dues as of March 15.
3.04 Membership in the Association shall cease when a Member:
a) dies or resigns;
b) is removed from the register of the Association by virtue of being in default of dues, fees, penalties or assessments;
c) is removed from the register of the Association by virtue of the operation of its by-laws;
d) is removed from the register of the Association by consequence of a breach of the Professional Code of Practice; or
e) the Association is dissolved.
3.05 Upon any termination of membership, the rights of the Member automatically cease to exist.
Section 4 - Notice of Annual Meeting
4.01 Notice of the time and place of the Annual Meeting shall be given to each Member in good standing by mail or electronic means a minimum of sixty (60) days prior to the meeting and shall be published on the OACA website.
Section 5 – Annual Meeting and Special Meetings
Place of the Meeting
5.01 Meetings of the Members may be held at any place within Ontario determined by the Board
Chair of the Meeting
5.02 The President of the Association shall chair the Annual Meeting, and in the absence of the Chair, the Vice President shall chair the Annual Meeting. In the absence of both the President and Vice President, the remaining Directors shall elect a chair of the Annual Meeting.
5.03 A quorum of any meeting of the Members shall be twenty five (25) Members entitled to vote.
5.04 At any meeting of Full Members every question, unless other wise provided for in this Constitution, shall be determined by a majority of the votes cast on the question by a show of hands. In the case of an equality of votes the President, in addition to an original vote, shall have a second or casting vote.
5.05 The Board may hold a special meeting of the Members on the written request of at least three (3) Directors or of at least twenty-five (25) Members entitled to vote.
5.06 The Board at least four (4) weeks prior to a special meeting shall provide notice by mail or electronic means of the time and place of the special meeting to every Member in good standing on the register of the Association and shall indicate in the notice a statement of the purpose of the meeting and that only those matters specified in the statement of purpose may be considered at the meeting.
Section 6 – Board of Directors
6.01 As steward of the public trust, the Board shall be responsible for governance, the ongoing process of due diligence to assure the health and effectiveness of the Association. The Board shall have the power to govern the affairs and property of the Association in keeping with policies it establishes that define the Board’s scope of authority and limitations.
6.02 The Board shall consist of nine (9) elected Directors.
6.03 The Board shall adhere to all policies and procedures established by the Board.6.04 The Board shall from time to time have the ability to purchase real property and enter into contracts for the benefit of the Association and its’ M embers. Only funds on hand shall be used for the purchases and no debts will be incurred.
6.05 The Board shall purchase and maintain such insurance for the benefit of the Members and Directors as the Board deems necessary.
6.06 In order to be nominated for a position on the Board the candidate must be a Full Member of the Association in good standing.
6.07 The Nominations Committee shall prescribe the form in which nominations are to be provided.
6.08 It is the responsibility of the nominee to confirm that their nomination was received by the Nominations Committee.
6.09 The Nominations Committee shall present a slate of candidates, in a form to be determined by the Nominations Committee, at the Annual Meeting.
6.10 The Nominations Committee shall check the nominees for eligibility ensuring that each nominee is a Full Member in good standing.
6.11 The Chair of the Nominations Committee, or designate, shall announce the nominations for Director at a time prescribed on the Annual Meeting Delegate Agenda.
6.12 Nominations from the floor shall be accepted by the Chair of the Nominations Committee or designate, and recorded by the Secretary, up to a time prescribed on the Annual Meeting Delegate Agenda.
6.13 Voting will be by ballot unless the number of candidates is equal to, or less than, the number of vacancies, in which case the election will be by acclamation.
6.14 Election shall occur at the Annual Meeting at a time prescribed on the Annual Meeting Delegate Agenda. The ballot shall clearly state the names of all candidates for Director. Each proposed candidate is to be separated from the other on the ballot.
6.15 Only Full Members in good standing shall be eligible to vote.
6.16 A bulletin board shall be available on which any candidate may post one piece of campaign material not exceeding 8.5'’ by 11'’ in size.
6.17 Voting by proxy shall be permitted. The procedures associated with proxy voting are as follows:
a) Full Members in good standing can assign their proxy to an other Full Member of the Association in good standing attending the Annual Meeting. No Full Member may act as a voting proxy for more than 5 other Full Members.
b) All proxies must be validated by a Member of the Nominations Committee prior to the election.
6.18 A Returning Officer shall be nominated from the floor and voted in by the membership. The Returning Officer shall be a Full Member of the Association in good standing. The Returning Officer may appoint such Deputy Returning Officers as they deem necessary. Any Deputy Returning Officer shall also be a Full Member of the Association in good standing.
6.19 The Nominations Committee shall supply the necessary ballots to the Returning Officer.6.20 One ballot shall be issued to each Full Member in good standing represented at the Annual Meeting. Full Members with validated proxies must submit all proxies at the time of voting and will be issued one ballot per proxy.
6.21 The ballots shall be marked and returned to the Returning Officer.
6.22 The election of Directors as set out herein shall be reported to the Annual Meeting by the Returning Officer, who will also report the number of ballots distributed, the number of ballots cast, and the number of spoiled ballots, which shall be recorded by the Secretary, and the results of the count shall be made available to any candidate on demand.
6.23 In the event of a tie in any election, the candidates who have tied shall forthwith meet with the Returning Officer at a time and location determined by the Returning Officer. Where two candidates have tied, the winner shall be determined by the toss of a coin. Where more than two candidates have tied, the winner shall be determined by drawing lots. The Returning Officer shall supervise the proceedings and his or her declaration of the winner shall be final and binding on all persons concerned.
6.24 The ballots and records of tabulation shall be retained by the Returning Officer until ordered destroyed by the a majority vote pursuant to Section 5.04 of this Constitution, unless a candidate prior to a motion to destroy the ballots, forwards a written complaint to the Returning Officer for the election.
6.25 If a written complaint is received by the Returning Officer, no ballots shall be destroyed until a special three (3) member investigating committee has been appointed, and the complaint has been properly investigated, with all of the necessary persons being heard. The members of the Special Investigating Committee shall be made up as follows:
a) an appointee of the complainant,
b) an elected Member of the Board
c) the Returning Officer.
One of the Special Investigating Committee Members shall be elected as Chairman.
6.26 A written report of the Special Investigating Committee shall be forwarded to the Board, on or before the date of the first meeting of the Board following the annual meeting or at an alternate date prescribed by the Board.
6.27 The report of the Special Investigating Committee shall be acted upon by the Board and the Special Investigating Committee report shall be final.
Section 7 – Term of Board of Directors
7.01 Members as duly nominated shall be elected to the position of Director by a ballot. Each Director shall hold office for a term of three (3) years or until his or her qualified successor shall have been duly elected. One Third (1/3) of the Board shall be retired at each Annual Meeting, but shall be eligible for re-election, if qualified. The remaining Two Thirds (2/3) shall be retired at the following two subsequent Annual Meetings, but shall be eligible for re-election, if qualified.
7.02 Nothing in this Constitution will prevent an election being held to fill a vacant position. In order to provide for staggered terms, any position required to fill a vacancy on the Board may be reduced according to the existing term.
7.03 Each individual who has been elected to serve on the Board shall be eligible for re-election so long as such individual continues to be a Full Member in good standing.
Section 8 – Election of Officers and Term of Office
8.01 The Officers of the Association shall be the President, Vice President, Treasurer and Secretary, and such other persons as the Board of Directors may determine from time to time. Officers, shall be elected by the Board from among their number at the first Board Meeting after the annual election of the Directors provided that in default of such election the then incumbents, being members of the Board , shall hold office until their successors are elected.
Section 9 – Board of Director Meetings
Meetings, Quorum and Voting Rights
9.01 The Board shall meet at least three times a year or as often as is necessary to conduct the affairs of the Association properly. Meetings shall be in person, or by means of electronic or other communication facilities that will permit all persons participating to communicate with each other simultaneously.
9.02 Meetings of the Board shall be called by the President or by a simple majority of the Board.
9.03 A simple majority of the Board shall constitute a quorum of the Board.
9.04 Only the Board shall have sole and exclusive rights to vote at meetings of the Board.9.05 At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question.
Section 10 – Board Committees
10.01 The Board may, by resolution, establish Committees and delegate functions to such Committees as it deems fit, which shall include, but not be limited to the following:
10.02 The Board shall establish a Finance Committee to monitor financial funds and commitments and make reports as to the financial well-being of the Association. The Chair of the Finance Committee shall serve as the Treasurer of the Association and shall be the chief liaison with the Association’s auditor.
10.03 The Finance Committee will draft a budget for the following year, on or before December 1st of each year, to be presented and approved by the Board.
10.04 The Finance Committee shall provide the Board with an update on the financial status of the Association at each meeting and shall provide any additional information as requested by the President.
10.05 The Finance Committee shall provide copies of the annual financial statements to the Members and publish a notice to the Members stating that the annual financial statements are available upon written request to the Association.
10.06 No Member of the Finance Committee shall have signing authority for release of funds.
10.06 The Board shall establish a Nominations Committee to preside over nominations and election procedures of the Association in accordance with this Constitution.
10.07 The Board shall establish a Governance Committee responsible for reviewing and making of recommendations concerning policies and by-law changes, including the effectiveness of governance, development and succession planning, policy development, audit compliance and such other duties as may be assigned by the Board.
10.08 The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and with such powers as the board shall see fit.
10.09 A Secretary for the Association shall be elected by the Board from the nine (9) Director positions.
Section 11 – Description of Officers
11.01 The President, Vice-President, Secretary and Treasurer shall have the following duties and powers associated with their positions:
a) President: The President shall preside at all Board meetings and the membership. The President provides leadership, ensures the integrity of process, and represents the Association to outside parties. The President shall be an ex-officio Member of all committees of the Association, with voting privileges.
b) Vice–President: The Vice-President shall act as the representative of the President in such matters as the President may assign and shall perform the duties of the President in the event of the President’s death, absence or inability. In the event that the Vice-President is unable to serve as the representative of the Association the Board shall appoint another Director to serve.
c) Treasurer: The Treasurer shall serve as the Chair of the Finance Committee and shall ensure that all books and records provide an accurate accounting of all funds received and disbursed by the Association in accordance with generally accepted accounting principles. The Treasurer shall ensure the preparation of an annual financial report that shall be submitted to the Board and the Members at the Annual Meeting of the Association.
d) Secretary: The Secretary shall be responsible for the maintenance of the membership register of the Association in a format prescribed by the Board and shall confirm and distribute such membership register for access by the membership not less than once annually. The Secretary shall also be responsible for the preparation and distribution of all notices, including agendas and the minutes of all meetings of the Board and the Association.
11.02 The powers and duties of a Director shall be such as the terms of the Board or President requires of them.
11.03 The Board may, from time to time vary, add to or limit the powers and duties of any Director, with the exception of the President and Vice-President.
Section 12 –Remuneration (Board of Directors)
12.01 The Directors shall serve as such, without remuneration, and no Member shall directly or indirectly receive any profit from occupying a position on the Board provided that Directors may be reimbursed for reasonable expenses they incur in the performance of their duties and approved by the Board for payment by resolution passed before such payment is made.
Section 13 – Vacancy
13.01 A Director may resign at any time by filing a written resignation with the President of the Board.
13.02 The President may resign at any time by filing a written resignation with the Vice-President of the Board.
13.03 If a vacancy occurs during a term, the Board has discretion to call an election for that position at the next Annual Meeting. Provided that a quorum exists, vacancies on the Board, however caused, do not have to be filled. If a vacancy results in there not being a quorum of the Board and the next Annual Meeting will not occur within three months of the date of the vacancy, the remaining Directors shall call a meeting of the Association to fill the vacancy
13.04 Should the office of President become vacant, the Vice-President shall automatically become President.
13.05 Should the office of Vice-President become vacant, a Director, elected from amongst the remaining Directors shall become Vice-President for the balance of the term.
13.06 Should the office of Secretary become vacant, another Director, elected from amongst the remaining Directors shall become Secretary for the balance of the term.
13.07 Should the position of Treasurer become vacant, another Director, elected from amongst the remaining Directors shall become Treasurer for the balance of the term.
Section 14 – Policy Development
14.01 The Board shall adopt all policies pertaining to the governance of the Board and operations.
Section 15 – Effective Date
15.01 Effective Date
This Constitution shall become effective on
FINAL DRAFT VERSION: DATED MARCH 29, 2017