By-Laws of the Friends of Temagami
Article 1: The Definition of the Temagami Region
The Temagami Region is defined by the following watersheds: the Upper Wanapitei River and Wanapitei Lake, the Sturgeon River upstream of the Tomiko River, watersheds on the west side of Lake Temiskaming between the Montreal River and the Jocko River.
ARTICLE 2: THE name of the organization
The name of this organization will be FRIENDS OF TEMAGAMI.
Article 3: The Objects
The objects for which this organization is established are:
a) To protect and preserve wilderness, wildlife and the natural environment in the Temagami region;
b) To protect and preserve Temagami’s historical trails, portages, passages and sites;
c) To develop, support and carry out programs which further public awareness, understanding and appreciation of the Temagami region;
d) To acquire, accept, solicit or receive donations, gifts, grants, bequests or another real or personal property for the furtherance of these objects;
e) To exercise all voting rights and to authorize and direct the signing and delivery of any contract, agreement or other obligation relating to the management of this organization;
f) The organization will be carried on without the purpose of gain for its members and any profits or other accretions to the organization will be used in promoting its objects;
g) The Directors will serve as such without remuneration and no Director will receive any profits from his or her position. A Director may be paid reasonable expenses incurred by him or her in the performance of his or her duties;
h) Upon the dissolution of the organization and after paying all debts and liabilities, its remaining property shall be distributed or disposed of to a charitable organization which carries on its work solely in the promotion of environmental issues anywhere in Canada.
Article 4: Membership
a) QUALIFICATION: The members of this organization shall be those persons who espouse this organization’s stated objects and who are enrolled as members of this organization. The organization will keep at its headquarters a list of members in good standing. The Board of Directors may fix from time to time such sum or fee for membership as a condition of qualification for the members.
b) CLASSES OF MEMBERSHIP
i) Charter members
ii) General members
c) CHARTER MEMBERS: Founding members will be the persons appointed by the Board of Directors, and shall be designated as charter members.
d) GENERAL MEMBERS: Ordinary members will be those persons who have paid the membership fee and who have indicated their adherence to this organization’s stated objectives.
e) TERMINATION OF MEMBERSHIP: The membership of any member will be terminated if such member fails to pay any prescribed fee within sixty (60) days after it is due, or if such member fails to adhere to this organization’s stated objects. The Board of Directors may, by a resolution passed by a two-thirds (2/3) majority vote, terminate any membership for just cause, provided however that such membership of any Directors not be determined unless such Director has first been removed as a Director of this organization pursuant to these by-laws.
f) RESIGNATION: Any member may resign by written notice to the Board.
Article 5: Directors
a) BOARD OF DIRECTORS: This organization will have a Board of Directors consisting of not less than five (5) and no more than fourteen (14) persons who may exercise all powers and do all acts and things as may be exercised except as may be otherwise prohibited by the by-laws, resolution or statute.!
b) QUALIFICATION OF DIRECTORS: Directors will be individuals, eighteen (18) years of age or more and be members in good standing.
c) ELECTION OF DIRECTORS AND TERM OF OFFICE:
- The applicants for incorporation shall be the first Directors of the organization until their successors are elected or appointed.
- The Directors’ term of office shall be from the date of the meeting at which they were either appointed or elected until the next annual meeting or until their successors are either elected or appointed.
- Directors are elected by the members in a general meeting on a show of hands unless a poll is demanded, and if a poll is demanded, such election will be by ballot.
- In the event of a vacancy on the Board, such vacancy may, provided there is quorum, be filled by the Directors from among the members if they so choose, otherwise such vacancy may be filled at the next general meeting of members; and any Directors appointed or elected to fill any such vacancy shall hold office for the unexpired term of the Director who caused the vacancy.
- The person ceases to be a Director if she or he becomes bankrupt, is found by a court to be mentally incompetent, resigns in writing or ceases to be a member in good standing.
- The member may, by resolution passed by at least two thirds (2/3) of the votes cast at a general meeting duly called in this regard, remove any Director before the expiration of his or her term and may, by majority of the votes cast at such meeting, elect any members in his or her stead for the remainder of the term.
- A Director will serve without remuneration and will not receive any profit from his or her position as such, provided that a Director may be paid reasonable expenses incurred by him or her in the performance of the Director’s duties.
- All terms of office will be for a term of four (4) years.
d) MEETINGS OF DIRECTORS:
- The meetings of the Board may be convened by the President or two Directors at any time.
- Each Director must be given reasonable prior notice of meeting of regular and special Board of Directors meetings; provided that meeting of the Board may be held at any time without formal notice if all the Directors are present or have given their assent in writing to the meeting being held in their absence. If a Director cannot attend, minutes of the meeting must be sent to the Director within seven (7) business days.
- A quorum at any meeting shall be of at least fifty percent (50%) plus one (1) Directors.
- Questions arising at any meeting shall be decided by a majority of votes.
Article 6: Officers
a) The Board shall annually appoint a President, Vice-President, Secretary, Treasurer and, if deemed advisable, may appoint one or more Assistant Secretaries. All of the officers must be members of this organization.
- The President shall sign such contracts, documents or instruments in writing as require his or her signature. The President shall be the Chief Administrative Officer of the organization and shall be responsible to the Board for the co- ordination of all affairs of the organization. In all matters affecting the organization, the President shall be deemed to be an agent of the organization acting under the authority and at the express intention and express direction of the Board, or any committee thereof, as the case may be.
- In addition to any other authority of duties conferred by direction of the Board, the President shall exercise general and active supervision over:
a) The selection, employment, supervision and discharge of all employees, subject to ratification of same by the Board.
b) The preparation and submission of such reports and statements as the Board may time to time direct be prepared and submitted to the Board, to any Director or officer of the organization, or to any meeting of the members of the organization.
c) The preparation of the annual budget for the organization showing expected revenues and expenditures; and
d) The execution of such contract, documents or instruments in writing and shall have such other powers and duties as may be assigned by the Board.
c) VICE-PRESIDENT: TheVice-President shall be vested with all the powers and shall perform all duties of the President. The Vice-President shall sign such contracts, documents or instruments in writing as require his, her or their signature(s) and shall have such other powers and duties as may from time to time be assigned to him, her or them by the Board.
d) SECRETARY: The Secretary shall, when present, act as Secretary of all meetings of Directors and members and shall have charge of the minute books, documents and registers of the organization. The Secretary shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incident to his or her office.
e) TREASURER: Subject to the provisions of any resolution of the Board, the Treasurer shall have the care and custody of all the funds and securities of the organization and shall deposit the same in the name of the organization in such bank or banks or with such depositary or depositaries as the Board may direct. The Treasurer shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other power and duties as may from time to time be assigned to him or her by the Board or as are incident to his or her office. The Treasurer may require to give such bond for the faithful performance of his or her duties as the Board in their uncontrolled discretion may require, but no Director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the organization to receive any indemnity thereby provided.
Article 7: Meetings of Members
a) ANNUAL MEETINGS: The organization shall hold an annual meeting of its members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting. The annual meeting of the members shall be held within Northeastern Ontario, on such day in each year and at such time as the Board may by resolution determine. At annual meetings there shall be presented a report of the Directors of the affairs of the organization for the previous year, a financial statement of the organization, the auditor’s report and such other information or reports relating to the organization’s affairs as the Directors may determine.
b) GENERAL MEETINGS: Other meetings of the members (to be known as “general meetings”) may be convened by order of the President or by the Board to be held at any date and time and at any place within Ontario. In addition, the President shall call a general meeting of the members upon receipt of a written requisition to do so of not less than five percent (5%) of the members entitled to vote at such meeting.
c) NOTICE: Notice stating the day, hour and place of meeting and the general nature of the business to be transacted shall be served either personally or by sending such notice to each member of such meeting, and to the auditor of the organization, not less than ten (10) days and no more than sixty (60) days (exclusive of the day of mailing but including the day for which notice is given) before the date of every meeting, directed to such address of each such member and of the auditor as appears on the books of the organization, or if no address is given therein, then to the last address of each such member or auditor known to the Secretary; provided always that a meeting of members may be held for any purpose at any date and time and at any place within Ontario without notice if all the members are present in person at the meeting or if all the absent members shall have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditor of the organization.
d) VOTING: Every question submitted to any meeting of the members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute or by these by-laws. In case of an equality of votes, the Chair of the meeting shall, both on a show of hands and on a poll, have a second or casting vote. Each member shall be entitled to one vote if present at a meeting in person or by proxy.
e) QUORUM: A quorum for the transaction of business at any meeting of members shall consist of not less than one-fifth (1/5) of members present in person or represented by proxy; provided that in no case can any meeting be held unless there are two (2) members present in person.
Article 8: FINANCIAL YEAR
The Board may by resolution fix the financial year-end of the organization and the Board may from time to time by resolution change the financial year-end of the organization.
Article 9: Amendments to By-Laws
a) Proposed amendments to these by-laws may only be introduced by a member by way of a resolution at the annual general meeting of the organization.
b) The proposed amendments are to be circulated with the written notification of the annual general meeting delivered to each member and Director.
c) Any amendments to the by-laws of this organization must be approved by a vote in its favour of the members present at the annual general meeting representing not less than two-thirds (2/3) of the casted votes.
Article 10: Hold Harmless
The organization shall hold harmless its Directors and/or Officers.