Approved October 2005
Revised and Approved January 13, 2009
1. NAME
The organization shall be known as the Findlay Creek Community Association or by the abbreviation, FCCA. Herein, the Findlay Creek Community Association shall be referred to as the “FCCA” or the “Association”.
2. ASSOCIATION ESTABLISHED AND APPROVED REVISIONS :
The Findlay Creek Community Association is established this 27th day of October 2005. The constitution was amended January 13th 2009
3. MISSION
The mission of the FCCA is to;
• Be an advocate for residents on significant issues that affect the quality of life in Findlay Creek Village.
• Foster relationships within and outside the community that allow all residents to have a say in matters that affect them and their families.
• Develop a stronger community spirit by presenting and sponsoring educational, social, recreational and other programs deemed desirable by the Association.
4. OBJECTS
4.1. The objects of the Association are to assist in advancing the community interests and quality of life of the people of Findlay Creek by:
4.1.1. Uniting homeowners and working towards achieving common goals;
4.1.2. Providing a forum for community action within our community;
4.1.3. Promoting a safe and healthy environment for children and for all residents;
4.1.4. Informing all members of events, activities and news that may impact our community;
4.1.5. Working with developers and local government to ensure responsible growth of the community;
4.1.6. Presenting and sponsoring social, cultural and other events for the enrichment of our community;
4.2. The Association shall be non-profit and non-partisan. It may declare support (or opposition) for candidates for public office whose positions are consistent (or inconsistent) with those of the Association, but it shall not align itself in any continuing or structural way with any political party or established interest.
5. DEFINITIONS
5.1. The definition of the following terms shall be presumed to be consistent for the entire constitution and by-laws;
5.1.1. Member – A person who is a resident of Findlay Creek as defined in Section 6.1
5.1.2. Voting Member – A member who is not in default in payment of dues or fees.
5.1.3. Fiscal Year – The Association’s fiscal year begins January 1st and ends December 31st of each year.
5.1.4. Quorum – The minimum number of members that must be present for a valid meeting. Quorum has been obtained with a minimum of two officers and a majority of directors exclusive of vacancies.
5.1.5. Majority Vote – Fifty % plus one of the voting members.
5.1.6. Age of Majority – older than 18 years of age.
6. BOUNDARIES
6.1. The association is primarily intended to serve people living in the Findlay Creek Subdivision, defined as the region covered by the K1T postal code
7. MEMBERSHIP
7.1. The Association is primarily intended to serve people living or owning real property within the Findlay Creek Subdivision as defined under Article #6. The Directors may, at their discretion, admit other individuals to the membership.
7.2. Voting Members are members who have paid their annual membership dues and, as such, have the ability to vote on matters at the Annual General Meeting and matters put to a vote during Special General Meetings.
7.3. Memberships shall be sold to individuals or to family units residing at the same address. Voting privileges are limited to 1 vote per household, providing the voting member in attendance has reached the age of majority and resides at the address provided on the membership form and within the guidelines set out in Section 7.1.
7.4. Memberships are effective on an annual basis and run from Jan 1st to Dec 31st annually. Memberships are prorated to a half year, if purchased within 6 months of the membership year end. If 1st time members purchase their membership within 3 months of the membership year end, the membership will apply to the following year as well. This applies to 1st time members only and not renewals.
7.5. The Directors shall maintain an active membership list; specify the conditions of enrollment and, subject to the approval of a General Meeting, shall specify the membership fees of Voting Members.
7.6. Membership fees have been initially set at $20 .00 per year per household and are subject to annual review by the Board of Directors during the Annual General Meeting.
8. GOVERNANCE
8.1. The business and affairs of the Association shall be managed by a Board of Directors consisting of not less than 8 members including the officers of the Executive Committee and Directors, which have been elected at the Annual General Meeting.
8.2. ANNUAL AND SPECIAL GENERAL MEETINGS
Annual and Special General Meetings shall constitute the senior policy-making authority of the Association. .
8.2.1. The Annual Meeting shall be held in October of each year, at a time and place to be determined by the Directors. The agenda of the meeting shall include:
8.2.1.1. Review of the report of the Directors for the past year
8.2.1.2. Discussion of activities proposed for the year to come
8.2.1.3. Reports of the Treasurer
8.2.1.4. Election of Officers and Directors for the coming year
8.2.1.5. Other business as may properly be brought before the meeting.
8.2.2. A Special Meeting may be called by the Directors at any time, and shall be called by the President on the written request of any ten voting members of the Association, which request shall specify the matters to be raised for discussion at the meeting.
8.2.3. Voting at the AGM or Special General Meetings is restricted to a single vote per household and motions shall be carried by a majority vote of the membership. Ties will be broken by the Chair of the Meeting.
8.2.4. Meetings of the Board are open to the public. Dates of meetings are posted on the Findlay Creek Community Association website and individuals may ask to participate and be placed on the agenda through a request to the President, who determines the agenda. This would be identified under the topic of “other” on the agenda.
8.3. MONTHLY MEETINGS
8.3.1. Monthly meetings are held to provide the community updates on new initiatives, communicate developments within the association and at the municipal or provincial level affecting the community, plan for upcoming events and attend to the business of the association throughout the year. Monthly meetings are held at the sole discretion of the Board of Directors
8.3.2. Members of the Association shall be notified at least 3 days prior to all monthly meetings, either by mail, email, community newsletter or signage displayed within the community and such notice shall specify the time and place of the meeting and matters to be addressed.
8.3.3. At the President’s sole discretion, monthly meetings may be closed to the general membership. The members must be notified of the closure 3 days prior to the meeting date. Minutes of the meeting will not be made available and no decisions affecting the FCCA will be agreed to or ratified during the meeting.
8.4. CALLING OF MEETINGS
8.4.1. Meetings of the Board of Directors shall be called by the President or in his or her absence or incapacity by the Vice-President, and may be placed on a regular schedule if this meets the convenience of the Board.
8.4.2. A minimum of two officers and a majority of directors exclusive of vacancies. shall form a quorum for the transaction of business.
8.5. Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall be in accordance with the definition of fiscal year, as defined under Article 5.1.3.
8.6. DIRECTORS AND OFFICERS
8.6.1. The Board of Directors shall include Officers of the Executive Committee and Directors. The Officers of the Executive Committee shall be the President, the Vice-President, the Treasurer and the Secretary. The duties of each officer shall be as normally understood in community organizations of this kind. In addition there shall be a minimum of four Directors at large (for a total of 8 on the Board of Directors). The minimum number of Directors at Large are set by the members of the Executive Committee.
8.6.2. The Officers and Directors shall be elected to office at the Annual General Meeting by the majority vote cast by Voting Members. The vote will be supervised by members of the nominating committee. Ties in the voting of directors at the AGM shall be broken by a second vote via secret ballot. If after the secret ballot, there is still a tie, the nominated candidate with the lowest number of votes will be eliminated and there will be another round of voting by secret ballot. This process will be repeated until the tie has been broken via a majority vote for one of the candidates. If it comes down to 2 candidates and we still have a tie (after a secret ballot vote), the tie will be broken by the presiding President.
8.6.3. The term of office for all officers and directors shall run for a period of 2 years and will run from January to December.
8.6.4. Each Officer or Director shall be 18 or more years of age and a Voting Member of the Association. Officers and Directors of the Association cannot hold a recognized political office while acting as a director or officer of the FCCA.
8.6.5. The Board members are to serve without remuneration. No Director or Executive Committee member may directly or indirectly receive any profit from their position on the Board. A board member and those acting on behalf of the board, may be reimbursed for all reasonable expenses incurred by them in the performance of their duties, and may be reasonably paid for any duties they perform under contract to the Association.
8.6.6. In the event of a vacancy on the Board once elections are complete, the board may appoint a qualified member to fill the vacancy(s) until the next annual general meeting, whereby the position will have to be opened for re-election and expiry of the new term will coincide with term of the overall board. Such appointment(s) must have the majority approval of the assembled Board of Directors. Should a vacancy not be filled from within the Board, a special general meeting of the Membership shall be called to fill the vacancy(s).
8.6.7. The office of a Director or Executive Committee member sitting on the Board of Directors shall be vacated upon the occurrence of any one of the following events;
8.6.7.1. Vacant by Death;
8.6.7.2. Resignation in writing to the Board;
8.6.7.3. Removal by resolution of at least two-thirds of the other directors of the Association
8.6.8. Any Director or Executive Committee member of the Board of Directors may be removed from their elected or appointed position by a two-thirds majority vote of the entire Board of Directors upon the occurrence of any one of the following events;
8.6.8.1. Failure by a Board member to attend any three consecutive regular monthly meetings of the Board;
8.6.8.2. Failure by a Board member to disclose a conflict of interest;
8.6.8.3. Where the remaining board members are of the opinion that the specified board member has not acted in the best interest of the Association.
8.6.9. A motion to remove a Board Member must be presented at the meeting of the Board before the meeting which will consider the motion. The meeting considering the motion to remove a Board Member must have a quorum without counting the Director who brought the motion forward, or the Director who is the subject of the motion, neither of whom may vote on the motion.
8.6.10. The motion to remove and the reasons for the motion must be presented to the Director being removed no later than 7 days prior to the meeting dealing with the dismissal. The Director being removed shall be given the opportunity to present his/her position.
8.7. EXECUTIVE COMMITTEE
8.7.1. The day-to-day affairs of the Association shall be governed by the Officers of the Association (Executive Committee), and such other Directors as the Board may from time to time appoint for the purpose. The expenditure initiation authority of the Executive Committee for unbudgeted items, in the absence of a decision of the Board of Directors, is limited to $1,000. Any exercise of such authority must be recorded and reported at the subsequent meeting of the Board.
8.7.2. Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President, Vice-President, Secretary, or by any other person authorized by the Board. Such agreements shall be signed by the President or Vice-President and by the Secretary.
8.7.3. All financial agreements and cheques must be signed by the Treasurer and countersigned by one other member of the executive committee. Expense reports or requests for reimbursement must be approved by 2 members of the executive committee and cannot be the individual submitting the request.
8.8. DUTIES OF PRESIDENT, VICE-PRESIDENT AND OTHER OFFICERS
8.8.1. The duties of the President are as follows, but not limited to;
8.8.1.1. Calling and presiding over meetings,
8.8.1.2. Preparing agendas and maintaining order of meetings,
8.8.1.3. Being familiar with the Constitution and By-laws,
8.8.1.4. Prioritizing business items,
8.8.1.5. Representing the organization, delegating responsibility and tasks,
8.8.1.6. An annual written report, prepared by the President, and presented at the AGM. The annual report is to include a brief overview of all activities of the Association, specifically addressing directives or goals issued at the last AGM.,
8.8.2. The duties of the Vice President are;
8.8.2.1. The assumption of the President’s duties should he/she be absent,
8.8.2.2. Assisting the President whenever possible.
8.8.3. The duties of the Secretary include;
8.8.3.1. Handling all correspondence of the organization,
8.8.3.2. Recording minutes and having them approved at the next meeting,
8.8.3.3. Presenting a summary of correspondence when needed, and,
8.8.3.4. Maintain a record of names and contact information of members.
8.8.4. The duties of the Treasurer include;
8.8.4.1. The receipt of all payments and issuing of receipts when required,
8.8.4.2. Informing the Board of Directors of accounts payable, expenses, throughout the year.
8.8.4.3. Preparation of financial documents, and ensures signing authority and procedures are adhered to. All funds of the FCCA shall be accounted for and deposited on a regular and timely basis to the credit of the Association in a chartered banks as selected by the Board of Directors.
8.8.4.4. An annual written report prepared by the Treasurer and presented at the AGM. The report shall include the assets and liabilities of the Association, principal changes in assets and liabilities and a summary of the revenue and expenses. The annual report shall be accompanied by a certificate signed and dated by the Treasurer that such statements were prepared without audit from the books and records of the FCCA.
8.8.5. Other members of the Board may be responsible for committees that evolve through our organization’s growth, such as membership, nominating, and special activities.
8.8.6. A member of the Boards term is one year.
8.9. COMMITTEES
8.9.1. The Board of Directors may appoint Committees, and may specify the terms of reference and delegated powers of such committees.
8.9.2. Committee Chairs will normally be members of the Board of Directors, but may also be ordinary Voting Members, in which case age restrictions for Board members do not apply.
8.9.3. The Board may invite non-members to sit without vote on Committees as advisors.
8.9.4. Committees report to the General Meeting through the Board.
8.10. NOMINATING COMMITTEE
8.10.1. Annually, early in the calendar year, the Board shall appoint a Nominating Committee, normally composed of the Past-President and two other voting members who do not intend to stand for Office.
8.10.2. It is the responsibility of the Nominating Committee to call for nominations and to ensure that at least one candidate has agreed to stand for each elective position, and to conduct the election of the Officers and Board at the next Annual Meeting.
9. CONFLICT OF INTEREST
9.1. On any occasion in which a Director or Executive Committee member, or a spouse or dependant of specified member has a personal material or other substantial interest in any decision, contract or transaction to which the Association is a party, it is hereby deemed that this director has a conflict of interest and shall disclose such interest at the time. This Board member would abstain from taking part during the discussion phase of the issue, unless to clarify a question, and would also abstain from voting on the issue.
9.2. If at any time a Board member realizes they are in a conflict of interest situation they must declare it to the other members immediately and it must be reflected in the minutes.
9.3. In order to avoid potential conflicts of interest, no more than one family member may sit on the same Board of Directors at any one time.
10. RECORD KEEPING AND FINANCIAL RECORDS
10.1. The Board shall ensure the all necessary books and records of the organization required by the by-laws are regularly and properly kept.
11. MEMBERSHIP RECORDING
11.1. The following information is what will be kept on our membership register:
11.1.1. name of member
11.1.2. telephone number of member
11.1.3. address of member
11.1.4. email address of member (where applicable)
11.2. In compliance with the Privacy Act, information gathered for the membership register will be for that sole purpose and not distributed outside of the association.
12. AMENDMENT OF THE CONSTITUTION
This Constitution may be amended by a two-thirds majority of Voting members at any Annual or Special General Meeting, the notice of which shall contain the text of the proposed amendment.
13. COMING INTO FORCE
This Constitution came into force upon adoption by a Community meeting held at Ottawa Public Library, Blossom Park Branch on the 27th day of October 2005 and was amended by unanimous consent January 13, 2009.
For the Steering Committee, Findlay Creek Community Association:
Andrew Black
Recording Secretary
Christine Murfin
Presiding Officer