While the LVCA as an unincorporated association is not legally required to have Bylaws we recognize having a set of rules is important for any organization.
Article 1 - Name and Head Office
1.1 The name of this association shall be the “Lynwood Village Community Association”, hereinafter referred to as “the Association” or “LVCA”.
1.2 The Head Office for the Association shall be 7 Sycamore Drive, in the City of Ottawa, Province of Ontario, and at such place therein as the Board of Directors may determine from time to time.
Article 2 - Purpose and Objectives
2.1 The purpose of the Association is to provide affordable and accessible recreational programming for all age groups and to positively and actively influence the Lynwood community for the well-being of its residents.
2.2 The Association will strive to achieve its Purpose by focusing on the following objectives:
a) Seeking input from residents, property owners and business owners in Lynwood regarding the recreational interests of the community.
b) Fostering a strong community for residents, business owners, property owners and visitors to Lynwood.
c) Interacting with various levels of government to promote the interests of the Lynwood community.
d) Collecting and dispersing information of importance to members of the Community.
e) Encouraging positive social, recreational, cultural, artistic and commercial activities in Lynwood.
f) Communicating and cooperating with other community groups in the surrounding area to the benefit of the Lynwood community.
2.3 The Association shall be carried on without the purpose of gain for its members and any profits or other accretions to the Association shall be used in promoting its objects.
Article 3 - Association Boundaries
3.1 Lynwood Village is a neighbourhood in the City of Ottawa. The boundaries for determining the area of the Association shall be:
a) the west side of Cassidy Road;
b) Houses east of Moodie Drive to the intersection of Moodie Drive and Richmond Road;
c) Exclusive of the area known as “Arbeatha Park”
Article 4 - Membership
4.1 Any individual aged 18 years or older who is a resident, owns residential property or owns and operates a business within the boundaries of the Association is eligible to be a member.
4.2 An individual who is a resident of Lynwood Village by definition is eligible to vote at General Meetings of the Members, bring or second motions at General Meetings of the Members and serve on the Association’s Board of Directors.
Article 5 - General Meetings of the Members
5.1 The Association shall hold an Annual General Meeting of the Members once each year for the purpose of electing a Board of Directors, reviewing financial statements and reviewing the report of the auditors, deciding on arrangements for an audit or financial view for the following year and transacting or discussing other business of the Association.
5.2 The Annual General Meeting shall normally be held in the month of September or October, where possible.
5.3 The Association shall notify members and give public notice of the time, place, location and proposed agenda of the Annual General meeting, at least 14 days in advance of the scheduled Annual meeting. Members shall be notified in writing by sending a notice to the residences defined or electronic mail address provided by the resident to the Association. The requirement for public notice of a General Meeting may be satisfied by posting information on the Association’s website and social media accounts, by posting information in public places within the Association’s boundaries, or in a newspaper generally circulated within the boundaries of the Association. Notice of Annual General Meetings shall contain sufficient information to inform members of the business to be transacted at the Meeting. No error in notifying a particular member of a General Meeting shall invalidate such meeting or nullify decisions of the members made at a General Meeting.
5.4 Quorum for a General Meeting shall be 40% of members of the executive of the Association in good standing and at least two eligible residents.
5.5 [Redacted Until Board of Directors can Address "Member in Good Standing" and other issues] A member in good standing who is unable to attend an Annual General Meeting may give his or her written proxy to another member in good standing in a form to be prescribed by the Board of Directors. A member in good standing may hold not more than five (5) proxies to vote on behalf of other members at a General Meeting of the members.
5.6 At an Annual General Meeting, members shall elect seven (7) members of the Board of Directors. Nominations may be made in writing in advance and will be accepted from the floor. Elections shall be by open ballot.
5.7 Other General Meetings or Special General meetings may be called by the Board of Directors from time to time as required or on written request to the Board of Directors by five (5) members in good standing.
5.8 Decisions at a General Meeting, other than election of Board of Directors, shall be taken by way of show of hands unless the Chair of the meeting determines that a secret ballot is preferred.
Article 6 - Board of Directors
6.1 The business and property of the Association shall be managed by a Board of Directors composed of a maximum of seven (7) Directors, including officers.
6.2 Directors shall be elected at an Annual General Meeting of the members for a term of not more than one year.
6.3 The Board of Directors may revoke the Directorship of Board members who are absent from two or more consecutive meetings without communicating their regrets to the Secretary of the Board.
6.4 The Board may appoint Interim Board members should vacancies arise. Interim Board members shall be confirmed by a majority vote of remaining Board members.
6.5 The Association shall have standing committees including an Executive committee made up of the Association’s Officers, an Audit and Financial Review Committee and a Nomination Committee.
6.6 At least 30 days prior to the Annual General Meeting, the Board of Directors shall appoint a Nomination Committee composed of at least one member of the Board who is not standing for re-election and up to four (4) additional Members in good standing of the Association. The Nomination Committee will be responsible to solicit and receive nominations for Board of Directors positions to be voted upon at the Annual General Meeting and shall be responsible to coordinate the election at the Annual General Meeting.
6.7 The Board of Directors may also establish other ad-hoc committees to assist in conducting the business of the Association and may specify the terms of reference and delegated powers of such committees as may be required. Committees shall normally be chaired by a member of the Board of Directors and the Board may invite the Association’s members or associate members to participate on the Board’s committees without vote. The quorum of such Committees shall, from time to time, be fixed at the sole discretion of the Board of Directors.
6.8 The Board of Directors shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save for exceptions provided in this document, may exercise such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do.
6.9 The Board of Directors may prescribe rules, regulations and policies consistent with these by-laws relating to the management and operation of the Association as they deem expedient.
6.10 The Board of Directors may take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever and otherwise raise funds for the purpose of furthering the objects of the Association.
6.11 The Board of Directors may appoint such agents and engage such employees as it deems necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
6.12 Directors shall serve as volunteers and shall receive no remuneration for their services other than reimbursement for reasonable expenses incurred in the performance of their duties as approved or ratified by the Board of Directors. Directors shall not directly or indirectly profit from their positions.
6.13 Directors shall declare any perceived or actual conflict of interest in respect of any decision to be made by the Board of Directors or its Committees. A Director with a perceived or actual conflict of interest shall not be involved in the decision making process related to the Conflict.
Article 7 – Directors’ Meetings
7.1 The Board of Directors shall meet at least six (6) times per year, where possible, at a time and place to be determined by the Directors to conduct the affairs of the Association.
7.2 Written notice of meetings shall be given to Directors not less than 72 hours in advance of a meeting of the Directors. A schedule of meetings agreed to in advance by the Board of Directors shall satisfy the requirement for advance notice of Directors’ meetings. Written notice may include notice by electronic means, including electronic mail or facsimile.
7.3 Quorum for Board meetings shall be 40 percent of the total available Board positions (i.e. two (2).
7.4 Decisions of the Board of Directors shall be made by way of majority vote of all Directors present except for the Chairperson. In the event of a tie vote, the Chairperson shall cast a deciding vote.
7.5 A resolution in writing, signed by all Directors entitled to vote on that resolution at a meeting of Directors or signed by all Members entitled to vote on that resolution at a meeting of the Corporation, is as valid as if it had been passed at a meeting of the Board or a meeting of the Association, respectively.
7.6 The Board shall record Minutes of its meetings and such Minutes shall be made available to members in good standing of the Association.
Article 8 - Officers and Duties
8.1 At its first Board of Directors meeting following the Annual General Meeting, the Board of Directors shall elect by way of open ballot from among its members Officers to the following positions:
Chairperson (President)
Vice-Chairperson (Vice-President)
Secretary
Treasurer
Booking Agent
Communications Director
a) Chairperson: The Chairperson shall preside over all Association and Board meetings; shall be the chief representative of the Association; and shall be responsible for the overall operation and effectiveness of the Association. The Chairperson is a signing officer of the Association and shall not vote at meetings unless the result of such a vote is inconclusive.
b) Vice-Chairperson: The Vice-Chairperson shall assist the Chairperson in carrying out their responsibilities and shall represent the Chairperson and/or chair meetings of the Board/Association in the absence of the Chairperson.
c) Secretary: The Secretary shall be responsible for the recording of minutes of Board and Association meetings and for their distribution. The Secretary will also be responsible for maintaining the records of the Association and in assisting the Board with Association business.
d) Treasurer: The Treasurer shall be responsible for: maintaining the financial records of the Association; maintaining a bank account for the Association; collecting fees and making disbursements on behalf of the Association; providing a monthly treasurer’s report; and shall be one of the two signing officers for the Association.
e) Booking Agent: The Booking Agent shall be responsible for taking rental requests and fees for the facilities operated by the Association and liaise with the city with respect to communal events.
a) Chairperson: The Chairperson shall preside over all Association and Board meetings; shall be the chief representative of the Association; and shall be responsible for the overall operation and effectiveness of the Association. The Chairperson is a signing officer of the Association and shall not vote at meetings unless the result of such a vote is inconclusive.
b) Vice-Chairperson: The Vice-Chairperson shall assist the Chairperson in carrying out their responsibilities and shall represent the Chairperson and/or chair meetings of the Board/Association in the absence of the Chairperson.
c) Secretary: The Secretary shall be responsible for the recording of minutes of Board and Association meetings and for their distribution. The Secretary will also be responsible for maintaining the records of the Association and in assisting the Board with Association business.
d) Treasurer: The Treasurer shall be responsible for: maintaining the financial records of the Association; maintaining a bank account for the Association; collecting fees and making disbursements on behalf of the Association; providing a monthly treasurer’s report; and shall be one of the two signing officers for the Association.
e) Booking Agent: The Booking Agent shall be responsible for taking rental requests and fees for the facilities operated by the Association and liaise with the city with respect to communal events.
f) Communications Director: The Communications Director shall be responsible for creating graphics, posters and general information to ensure events and the Association itself are promoted on the Association website, social media and print as required.
8.2 Officer positions shall not be occupied by the same individual for more than three (3)consecutive terms.
8.3 If any vacancy occurs in an Officer position, the Board of Directors may be majority vote appoint another member of the Board of Directors to fill the vacancy.
Article 9 - Financial Procedures
9.1 The fiscal year of the Association shall be from July 1st to June 30th of each year.
9.2 The Association shall maintain a bank account at a financial institution to be chosen by the Board of Directors for general operations. Funds generated by the Association and proceeds of any activities carried on in the name of the Association shall be turned over promptly to the Treasurer for deposit to the Association’s bank account.
9.3 All cheques or contracts shall be signed by two Officers. The treasurer and a secondary officer which has been authorized to sign by a resolution of the Board. The signing officers must be at “arms length” therefore not related and do not conduct business together.
9.4 Expenditures and contractual liabilities on behalf of the Association may be authorized as follows:
a) All expenses submitted must be approved by the President. If payment is requested by an individual or business with a non “arms length” relationship to the President, a secondary member of the executive must approve the expenditure. The President cannot approve expenditures incurred by the President, a secondary member at “arms length” must approve the expenditure. All expenses or the entering of a contract with a value up to $100.00 can be authorized by the President provided that the expenditure or contract is reported to the Board of Directors at the next meeting of that Board of Directors.
b) A majority of the Board of Directors is required to authorize expenditures or the incurring of contractual liability in an amount greater than $100.00.
c) At each Annual General Meeting, the members shall appoint an individual to review the accounts and annual financial statements of the Association for report to the members at the next Annual General Meeting. The members may appoint two members of the Association who are not members of the Board of Directors and are not immediate family members of any members of the Board of Directors to fulfill this obligation.
Article 10 – Auditors
10.1 At each Annual General Meeting, the members shall appoint an appropriate individual to review the accounts and annual financial statements of the Association for report to the members at the next Annual General Meeting.
Article 11 – Indemnity of Directors
11.1 Every director of the Association and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;
(a) all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and
(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Article 12 - Amendments
12.1 Amendments to this Constitution may be made by vote passed by two-thirds majority at an Annual General Meeting of the Members.
12.2 Proposed amendments to this Constitution must be submitted to the Secretary of the Board of Directors not less than 30 days in advance of an Annual General Meeting.
12.3 Information regarding proposed amendments must be included in Notice to Members and Public Notices in advance of any Annual General Meeting. The full text of proposed amendments must be provided in writing in advance of an Annual General Meeting upon request and must be provided in writing to members at the Annual General Meeting.
8.2 Officer positions shall not be occupied by the same individual for more than three (3)consecutive terms.
8.3 If any vacancy occurs in an Officer position, the Board of Directors may be majority vote appoint another member of the Board of Directors to fill the vacancy.
Article 9 - Financial Procedures
9.1 The fiscal year of the Association shall be from July 1st to June 30th of each year.
9.2 The Association shall maintain a bank account at a financial institution to be chosen by the Board of Directors for general operations. Funds generated by the Association and proceeds of any activities carried on in the name of the Association shall be turned over promptly to the Treasurer for deposit to the Association’s bank account.
9.3 All cheques or contracts shall be signed by two Officers. The treasurer and a secondary officer which has been authorized to sign by a resolution of the Board. The signing officers must be at “arms length” therefore not related and do not conduct business together.
9.4 Expenditures and contractual liabilities on behalf of the Association may be authorized as follows:
a) All expenses submitted must be approved by the President. If payment is requested by an individual or business with a non “arms length” relationship to the President, a secondary member of the executive must approve the expenditure. The President cannot approve expenditures incurred by the President, a secondary member at “arms length” must approve the expenditure. All expenses or the entering of a contract with a value up to $100.00 can be authorized by the President provided that the expenditure or contract is reported to the Board of Directors at the next meeting of that Board of Directors.
b) A majority of the Board of Directors is required to authorize expenditures or the incurring of contractual liability in an amount greater than $100.00.
c) At each Annual General Meeting, the members shall appoint an individual to review the accounts and annual financial statements of the Association for report to the members at the next Annual General Meeting. The members may appoint two members of the Association who are not members of the Board of Directors and are not immediate family members of any members of the Board of Directors to fulfill this obligation.
Article 10 – Auditors
10.1 At each Annual General Meeting, the members shall appoint an appropriate individual to review the accounts and annual financial statements of the Association for report to the members at the next Annual General Meeting.
Article 11 – Indemnity of Directors
11.1 Every director of the Association and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;
(a) all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and
(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Article 12 - Amendments
12.1 Amendments to this Constitution may be made by vote passed by two-thirds majority at an Annual General Meeting of the Members.
12.2 Proposed amendments to this Constitution must be submitted to the Secretary of the Board of Directors not less than 30 days in advance of an Annual General Meeting.
12.3 Information regarding proposed amendments must be included in Notice to Members and Public Notices in advance of any Annual General Meeting. The full text of proposed amendments must be provided in writing in advance of an Annual General Meeting upon request and must be provided in writing to members at the Annual General Meeting.
