Centre Wellington Citizens' Coalition
"Supporting community participation in democracy"
1. Organization Objectives
The Objectives of the Centre Wellington Citizens' Coalition are to support participatory democracy and responsible governance in order to protect and enhance the quality of life in the Township of Centre Wellington.
The Coalition will achieve these objectives by:
Creating a citizens' network through which all Centre Wellington residents may voice their needs and opinions to government and the public through constructive controversy, discussion and dialogue of all values and viewpoints on neighbourhood, community-wide and civic participation issues. The Coalition shall not take or advocate a position on a community issue unless directed to do so by a vote of the membership.
Promoting civic literacy throughout the community, increasing voter interest, turnout and discussion of municipal election issues, encouraging strong leaders to become municipal candidates and keeping the community informed on Township Council issues and decisions. The Coalition shall not endorse or campaign for political candidates.
Working with community groups, including the business community, elected officials and municipal staff, to initiate and encourage collaboration, creativity and thoughtful long-range planning for economic, social and cultural development; to support the maintenance and enhancement of our natural environment through responsible and sustainable, development; and to promote the healthy economic development of our community through strategic planning for new business opportunities and positive employment.
Building an effective organization which develops yearly plans and objectives to serve the needs and direction of its members; attracting and retaining members from a cross section of the community; fostering inclusiveness (gender, age, background) in the executive and membership.
Fostering a democratic culture which promotes leadership development in the community and the organization; which attracts and facilitates high-caliber executive participation; which promotes a learning organization with minimal structure, consensus decision-making and effective meetings; and which provides a statement of principles, values and conduct for executive participation.
Promoting Leadership Values
Coalition leaders inspire a shared vision, enable others to act,
seek new paths, set new standards, share work and facilitate the leadership of others.
Coalition leaders support each other through actions which: encourage, harmonize, compromise and provide objective and constructive support to the organization and individuals.
Coalition leaders encourage the effective meeting roles of: initiator, information seeker, opinion seeker, information giver, opinion giver, evaluator, coordinator, energizer, procedural technician, recorder and visionary.
Coalition leaders make decisions together by: trusting, brainstorming , consensus, straw polling, voting, accepting disagreements and trusting.
Coalition leaders ensure that everyone in the meeting is responsible for its success through a well-planned and organized agenda; attention to accomplishing the tasks (objectives) of the meeting; attention to the maintenance of relationships and harmony in the group and starting and ending on time.
Coalition leaders follow best practice discussion guidelines by: listening carefully to others, not interrupting, asking questions, building on the ideas of others, encouraging new ideas, discouraging personal attacks and treating everyones contribution as valuable.
2.Head Office
The head office of the Corporation shall be in the Township of Centre Wellington in the Province of Ontario and at such place therein as the directors may from time to time determine.
3.Board of Directors
The affairs of the corporation shall be managed by a board of 12 directors each of whom are elected at each Annual General Meeting and whom are Corporation members at the time of their election (or within ten days thereafter) and throughout their term of office.
The Board of Directors shall exercise all the powers of the Corporation and to all such lawful action and things as are by statute or by the Charter, directed to be exercised or done by the Corporation. The Directors may consider or transact any business either special or general at any meeting of the Board.
The Board of Directors shall meet at least four times per year or more often as it may deem necessary, either at the call of one co-chair or by direction of at least six directors.
All meetings of the board of directors shall be open to members
4.Vacancies, Board of Directors
Absence from three consecutive Board of Directors meetings, shall be taken as evidence of inability to carry out the trusteeship responsibilities of a member of the board. The Board may then declare a vacancy which may be filled as outlined in article 4.
Vacancies on the Board of Directors, however caused, may (so long as a quorum of directors remain in office) be filled by the directors from among the qualified members of the Corporation. Otherwise such vacancies shall be filled at the next Annual General Meeting.
If there is no quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.
5.Quorum and Meetings, Board of Directors
Six directors shall form a quorum for the transaction of business by the Board of Directors. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.
No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.
Directors meetings may be formally called by a co-chair. Directors shall be notified not less than three days before the meeting.
Internet communications and discussion forums may be used to inform Directors and discuss issues.
A Directors meeting may also be held, without notice, immediately following the annual meeting of the Corporation.
The officers present shall appoint a chair of each meeting to preside over that meeting. A meeting coordinator shall also be appointed at each meeting, to record minutes of decisions, to prepare an agenda for the next meeting and to give notice of that meeting.
6.Voting, Board of Directors
Questions arising at any meeting of directors will be decided by consensus. If consensus is not achieved the matter may be deferred or a vote may be taken. Any director present may request a formal vote.
A declaration by a Co-chair that a resolution has been carried and an entry to that effect in the minutes, shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
7.Powers and Responsibilities of Directors
The Directors administer the Corporations affairs and powers, as authorized by the Corporations charter including lawful contracts.
Without in any way derogating from the foregoing , the directors are expressly empowered, from time to time, to purchase, lease or to otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other properties, moveable or immoveable, real or personal ,or any right or interest therein owned by the corporation for such consideration and upon such terms and conditions as they may deem advisable.
Each of the directors shall apprise themselves of the corporations leadership values to facilitate democratic leadership, a learning culture and efficient, cooperative decision-making.
8.Remuneration of Directors
The Directors shall receive no remuneration for acting as such.
9.Executive Committee and the Board of Directors
The Executive Committee shall consist of three co-chairs, the Treasurer, Secretary and Chairs of committees established by the Board of Directors. Executive Committee members shall be members of the Board of Directors and be appointed by the Board of Directors.
The Executive Committee shall act for the full Board of Directors, subject to its direction and generally administer the affairs of the corporation. The Executive shall not enact bylaws. All Executive Committee decisions shall be ratified by the Board of Directors. Approved minutes of Executive meetings will be forwarded to the board on a timely basis for confirmation of decisions.
The Executive Committee shall report to the Board from time to time upon all phases of the management and operations of the Corporation and generally as to its affairs. All meetings of the Executive shall be open to members of the Board of Directors
The Executive Committee shall meet from time to time as it deems necessary to conduct the affairs of the Corporation.
A Quorum of the Executive Committee shall consist of one-half the number of officers plus one other. Decisions shall be made by consensus. Where consensus is not achieved the matter may be deferred or a vote may be taken. Any director present may request a vote.
Executive Committee decisions may be made by telephone or internet or by other means but must be confirmed in the minutes of the following Executive Committee meeting. Internet communications and discussion forums may be used to inform Committee members and build pre-meeting understanding of issues.
10.Nominating Committee
The Board of Directors may appoint a nominating committee to prepare a slate of candidates for presentation to the membership at the Annual General Meeting. Independent nominations for the Board of Directors may be made by members at the Annual General Meeting.
11.Officers of the Corporation
There shall be three co-chairs of the Board of Directors, a Treasurer, a Secretary and Committee Chairpersons as the Board of Directors may appoint from time to time.
The co-chairs, the Treasurer and the Secretary, shall be elected by the Board from among their members at the first meeting of the Board following the Annual Meeting, provided that in default of such election then incumbents, being members of the Board, shall hold office until their successors are elected.
The Treasurer,Secretary and Co-chairs shall be appointed for one year by the Board of Directors.
Committee chairs may be appointed for such duration (up to one year) as the Board of Directors determines.
12.Duties of Chairs
A minimum of one Co-chair must be present at all Executive and Board meetings.
The Co-chairs together with the Treasurer and Secretary, shall, subject to the direction of the Board, be charged with the general management and supervision of the affairs and operations of the Corporation.
The Co-chairs shall sign all by-laws and membership certificates, and such other documents as may require signature on behalf of the corporation.
The Co-chairs may represent the corporation in public presentations and meetings.
The Co-chairs shall be charged with such other duties as the board may from time to time determine.
13.Duties of Treasurer
The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings or whenever required, an account of all the transactions as Treasurer and the financial position of the Corporation.
The Treasurer shall also perform such duties as are determined from time to time by the Board of Directors.
14.Duties of Secretary
The Secretary shall see that all necessary books and records of the Corporations required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
The Secretary shall see that all correspondence, records and minutes of the Corporation are regularly and properly kept.
The Secretary shall see that all procedures of the Corporation are followed according to its constitution.
The Secretary shall keep all membership records up to date and oversee their notification for annual and general meetings.
The Secretary shall keep minutes of all annual and general meetings and ensure that these minutes are received by members.
15.Duties of other Directors
The duties of all other officers of the Corporation (committee chairs) shall be such as the terms of their engagement call for or the Board of Directors requires of them.
A meeting coordinator shall be appointed by officers present at each meeting of the Executive and the Board to keep a record of decisions and to draft an agenda and give notice for the following meeting.
The officers present will also appoint a chair at each meeting, to preside over that meeting.
The mandate for committee chairs shall be approved by the
Executive Committee.
16.Execution of Documents
Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by one of the Co-chairs and the Treasurer. The Treasurer shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporations operations may be entered into on behalf of the Corporation by one of the Co-chairs, together with the Treasurer.
Shares, bonds, or other securities may be accepted, transferred, or attorneys appointed to make or accept such transfers by one of the co-chairs and the Treasurer.
17.Auditors
One or more auditors shall be appointed by the members at each annual meeting to hold office until the next annual meeting unless previously removed by a resolution of the members in a general meeting and if an appointment is not made, the auditor or auditors in office shall continue in office until a successor is appointed.
The Board of Directors may fill any casual vacancy in the office of auditor. Notice of the appointment of such auditor or auditors shall be given to him or them in writing by the Treasurer forthwith after such appointment is made.
The remuneration of the auditor or auditors shall be fixed by the members at the annual general meeting, or by the Board of Directors pursuant to authorization given by the members at the annual meeting or when the auditors are appointed by the Board of Directors.
18.Membership
Membership is open to individuals age thirteen or above, who are resident in, or pay taxes to, the Township of Centre Wellington.
The Corporation may accept the membership of organizations residing in the Township of Centre Wellington.
19.Voting Rights of Members
Each member, individual or organization, shall have one vote at all general meetings of the Corporation and they shall pay annual membership dues in accordance with the provisions of the by-laws of the Corporation.
Each member shall be entitled to vote by proxy who shall produce and deposit sufficient appointment in writing.
No member shall be entitled to vote unless all dues and fees are paid.
20.Membership Fees
Membership fees shall be determined by the Board of Directors from time to time.
No member shall be entitled to a vote at a general meeting unless membership fees are paid in full at the time of that meeting.
21.Financial Year
Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall terminate on the last day of December each year.
22.Annual and other meetings of members
The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the Board of Directors may determine and on such day as the said directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a Board of Directors elected for the ensuing year and the remuneration of the auditors shall be fixed at a fee to be determined by the Directors.
The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.
The Board of Directors shall have the power to call, at any time, a general meeting of the members of the Corporation. No public notice nor advertisement of members meetings shall be required but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail, not less than ten days before the date set for such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Corporation are present thereat or represented by proxy duly appointed and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact.
23.Error or omission in notice
No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer shall be his last address recorded on the books of the corporation.
24.Quorum of members
A quorum for the transaction of business at any meeting of members shall consist of not less one half of the current members present in person or represented by proxy.
25.Adjournments
Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made nothwithstanding that no quorum is present.
27.Cheques
All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by two officers of the Corporation - one Co-chair and the Treasurer or in the Treasurers absence by the Secretary. The Treasurer, or in the Treasurers absence a Co-chair or the Secretary, may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporations bankers for the credit of the Corporation, or the same may be endorsed "for collection" or "for deposit" with the bankers of the Corporation by using the Corporations rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporations bankers and may receive all paid cheques and voiuchers and sign all the banks forms or settlement of balance and release or verification slips.
28.Deposit of securities for safekeeping
The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies, or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation, signed by such officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no even be liable for the due application of the securities so withdrawn form deposit or the proceeds thereof.
29. Other corporations
Inasmuch as the directors of the Corporation may be connected with other corporations, joint stock companies, or unincorporated associations with which from time to time the Corporation must or may have dealings, no contract or other transaction between the Corporation and any other corporation, joint stock company or unincorporated association shall be affected by the fact that directors of the Corporation are directors or officers or members of such other corporation, joint stock company or unincorporated association.
30.Notice
Whenever under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be given either personally or by depositing same in a post office or a public letter box, in a prepaid, sealed wrapper addressed to the director, officer or member at their address as the same appears on the books of the Corporation. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited. For the purpose of sending any notice, the address of any member, director or officer shall be the last address as recorded on the books of the Corporation.
31. Liability of Acts
No director or other officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other acts for confirmity, or for any loss or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquiredby order of the directors for, on or behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any personwith whom any of the moneys, securties or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgement 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.
Each director and other officer, his heirs, executors and administrators and estate and effects, shall be indemnified out of the funds of the Corporation against all costs, charges and expenses which he may hereafter sustain or incur in or about:
A) any suit-in-law or in equity, action of proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever, made, done, or permitted by him, in or about the execution of the duties of his office; and
B) all other costs, charges and expenses which he may hereafter sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
32.The letters patent
The letters patent for the Corporation are subject to the following terms and conditions:
a) The affairs of the Corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the Corporation shall be used in promoting its objects;
b) The Corporation shall be subject to the Charities Accounting Act, and the Charitable Gifts Act;
c) The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit form his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties;
d) The borrowing power of the Corporation pursuant to any by-law passed and confirmed in accordance with section 59 of the Corporations Act shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the Corporation shall not be so limited if it borrows on the security of real or personal property;
e) Upon the dissolution of the Corporation and after the payment of all debts and liabilities; its remaining property shall be distributed or disposed of to registered Canadian Charities or other qualified donees;
f) If it is made to appear to the satisfaction of the Minister upon report of the Public Trustee, that the Corporation has failed to comply with any of the provisions of the Charities Accounting Act, or the Charitable Gifts Act, the Minister may authorize an inquiry for the purpose of determining whether or not there is sufficient cause for the Lieutenant Governor in his discretion, to make an order under subsection 317 of the Corporations Act to cancel the Letters Patent of the Corporation and declare it to be dissolved.