THE WILLIAM WHYTE RESIDENTS ASSOCIATION, INC.
CONSTITUTION AND BY-LAWS
Revised October 2012
ARTICLE
1 –NAME
The name of the organization is The William Whyte Resident’s
Association, Incorporated, hereinafter
referred to as WWRA or the Association.
ARTICLE 2 – PURPOSE
The WWRA is a not-for-profit
organization of people from the community.
The WWRA is dedicated to creating a safe, healthy and vibrant community
for everyone who visits, lives in or works in the area. The William Whyte residential boundaries are:
west side of Main St Arlington St Redwood Ave Selkirk Ave Arlington
ARTICLE 3 – OBJECTIVES
3.1
WWRA aims to
improve the William Whyte area
The WWRA responds to the
concerns for the benefit of the William Whyte community. Concerns may be related to but not
necessarily limited to:
1. People in need (e.g., of information,
children, elderly)
2. People living in the area (e.g., renters,
homeowners, in care)
3. People working in the area (e.g.,
business, schools, government and organizations)
4. The environment (e.g., animals, trees,
parks, buildings, empty lots, sanitation).
3.2
WWRA will respond to
community concerns
The WWRA will respond to concerns raised in the
community. Activities may include:
1. referring individuals to
existing services, programs and resources
2. carrying-out neighbourhood
improvement activities
3. advocating as a voice on
behalf of the area
4. forming alliances with business,
government, schools, social service and religious organizations to work on
neighbourhood improvement activities
5. responding to other concerns
as identified by consensus of the membership.
3.3
WWRA principles
In meetings and related activities in the community,
WWRA members/volunteers shall be guided by the following principles:
1. Everyone is to be treated
with courtesy and fairness
2. Everyone has the right to be
heard in WWRA meetings and activities
3. Everyone is to respect the
abilities, beliefs and property of others
4. Decisions will be made by
consensus of the members.
ARTICLE 4 - WWRA
MEMBERSHIP
4.1 Members and voting
Every person living within
the William Whyte residential boundaries shall be considered as a member. WWRA members who are of the age of majority
(18 years) are eligible to vote at WWRA regular monthly meetings and at the
Annual General Meeting. Votes shall be
done by show of hand or by secret ballot.
4.2 Annual General Meeting and Regular Meetings open to the public
Any person with an interest
in the William Whyte area may attend and participate in WWRA regular
meetings. Non-residents may take part in
discussions but are not permitted to vote.
4.3 WWRA members are unpaid volunteers
Any WWRA member who takes part in WWRA activities
does so on a volunteer basis without remuneration. Authorized expenses incurred on behalf of the
Association may be reimbursed at the discretion of the board (see section10.3).
4.4 WWRA members as employees or WWRA staff
Notwithstanding section 4.3, and in accordance with
community economic development principles of hiring within the community, the
Association may employ WWRA members for the purpose of organizing or
coordinating special projects.
ARTICLE 5 – CONFLICT OF
INTEREST
5.1
Reporting a conflict of interest
A conflict of interest may exist when a WWRA member,
their significant other, relative or individual known to the member.
- has a personal interest in WWRA activities
or
- may commercially gain from WWRA payment of
goods or services.
WWRA members or non-residents attending a WWRA
meeting must make it known when there is a potential conflict of interest.
WWRA members or non-residents who report a conflict
of interest will not be allowed to use personal influence, make a motion or
vote on the matter. At the request of
others at the meeting, the member or non-resident may be asked to briefly state
his/her position on the matter and answer questions. The minutes will record that a conflict of
interest was disclosed and that the member abstained from the vote.
ARTICLE
6 - BOARD OF DIRECTORS
6.1 The
WWRA is administered by a voluntary board of directors
The WWRA
is an elected board of directors. The
WWRA board is an active “working board” of no less than 4 and no more than 12
directors. Directors are nominated from
the WWRA membership.
The board
of directors consists of:
- Co-chairs (2 individuals)
- Secretary
- Treasurer
-
Up to 8 Directors at Large.
6.2 Executive officers
The
Executive Officers oversee the financial, legal and day-to day business of the
WWRA. The Executive Officers are the 2
Co-chairs and the Secretary and Treasurer.
6.3 Terms of office
Terms
of appointment to office shall normally be 2 years. Directors appointed in mid-term will serve to
completion of that term. Each co-chair
shall begin their term on opposite years.
The Secretary and Treasurer will begin their term on opposite years.
A
director shall not normally serve more than 2 consecutive terms (i.e., 4 years
in total as a director at large), unless appointed to as an executive member.
Directors
appointed as an executive officer shall not normally serve more than 2
consecutive terms (i.e., 4 years in total as an executive officer).
6.4 Nominations
and Election Procedure
Membership/Nominations
Committee
In
May of each year, an ad hoc committee of 1 director and 2 general members shall
be formed to identify board vacancies and to prepare a slate of potential
nominees. The recommendations of the ad
hoc committee will be presented at the September regular monthly meeting.
Preference
will be given to nominate WWRA residents who have the skills that have been
identified as a need (e.g., chairing committees, accounting, fundraising,
recruiting volunteers, etc.)
Directors shall be
elected by vote at the WWRA Annual General Meeting in October. Newly elected Board members are to be elected
as Directors at Large and the executive positions are to be voted in at the
first scheduled board meeting following their assuming office. Directors will assume office by November 1st
for a 2 year term ending on October 31st.
Board resignations or position abandoned
Directors
who resign must do so in writing to the Board.
Directors
who are absent from 2 consecutive board meetings without prior notice to one of
the Executive shall be considered to have abandoned their position. The Executive will notify the Director in
writing that his/her position has been deemed abandoned because of no contact.
Removal of a Director
A Director may
be removed when she/he has not acted in the best interests of the organization
(i.e., questionable or illegal actions).
A motion to remove a director may be presented at a regular monthly
meeting or board meeting.
The Board
will then hold an “in camera” meeting to review the motion within 1 week. The
Director under review will be given the opportunity to present his/her evidence
and witnesses, if necessary. The vote to
remove a Director must be passed by a majority.
The Director in question and the Director making the motion will abstain
from the vote.
The
decision of the Board to remove a director shall be presented to the membership
at the regular monthly meeting for ratification. The decision of the membership shall be
binding and not subject to further appeal.
Board
vacancies
If a Director resigns, abandons or is removed from
the Board of Directors, the remaining Board of Directors shall assume
responsibility for the outgoing Director until the AGM or recommend that an
interim election be held. A Board member
who moves outside of the boundaries of William Whyte while holding a position
on the board will have the option of completing their term but cannot run for
re-election. The board member will
retain their voting rights while on the board.
ARTICLE 7 -
DUTIES AND POWERS OF BOARD
7.1 Board oversees WWRA
The
Board shall be responsible for all aspects of the Association, namely,
membership, resources, budget, contracts, agreements and public relations.
7.2 Co-chair
duties
A Co-chair shall preside at the
regular monthly meetings and at board meetings, as well as serve as an
“ex-officio” member of standing committees.
The Co-chairs are responsible for:
-
providing leadership to the WWRA and the Board
of Directors
-
providing progress reports of activities at the
regular monthly meetings and board meetings
-
overseeing public relations activities such as
marketing, visibility in the community, media inquiries, etc.
-
acting as the official representative(s) of the
WWRA
In
the absence of or incapacity of one of the Co-chairs to act, the remaining
Co-chair shall assume the duties and responsibilities.
7.3 Treasurer
duties
-
Provide a current
account of all monies received, disbursed and owing at the regular and board
meetings
-
Ensuring the WWRA
financial and legal documents are completed (e.g., audited or verified
financial report, Revenue Canada
-
Overseeing the
annual report of the WWRA activities and a verified financial statement to be
made available at the October Annual General Meeting.
-
Ensure that the
WWRA financial documents pertaining to grant applications are completed in
conjunction with the coordinator.
7.4 Secretary
duties
-
Maintain
membership lists, meeting agendas, minutes, etc…in partnership with the
coordinator
-
Preparing or
causing to be prepared incoming and outgoing correspondence of the association
-
Ensuring that the
WWRA grant applications are completed in partnership with the coordinator
7.5 Director(s)
at Large duties
The
Director(s) at Large shall be responsible for providing a leadership role in
meeting the terms of reference of a committee as identified by the WWRA members
at the regular monthly meeting. This
role includes:
-
overseeing committee activities and keeping
activities within the budget
-
recruiting and developing volunteers and
-
providing progress reports at the regular monthly
meetings and board meetings.
7.6 Staff
In the
event that WWRA hires staff, the Board will identify the duties and activities
of the staff. The staff will provide a
monthly report of activities to the Board of Directors.
ARTICLE 8 – BOARD COMMITTEES
8.1 Terms of reference
Terms of reference will be identified for each
standing (i.e., permanent) and ad hoc (temporary) committee. The Terms of Reference will specify the
committee name, the committee’s purpose, budget and time frame to report to
members.
8.2 Standing Committees
The standing committees and their chairperson are:
-
Board Leadership, Public Relations Co-chairs
-
Finance Treasurer
-
Membership Secretary
-
Clean-up and Community Image Director at Large
-
Housing Director
at Large
-
Safety Director
at Large
-
Park revitalization/recreation Director at
Large
8.3 Ad Hoc Committees
Ad
hoc Committees may include but are not limited to board nominations, review of
the WWRA Constitution and By-laws,
volunteer recruitment, fundraising, special events, etc.
ARTICLE
9 - MEETINGS
9.1 Meeting procedures
Robert’s Rules of Order will normally be followed
for the meeting agenda, making a motion and calling for a vote.
9.2 Quorum
For
WWRA business to be conducted, the number of members present at the meeting
must be:
General meeting 15 WWRA members
Board meeting one half plus 1 of the board of
directors.
9.3 Minutes
Minutes
shall be kept of all regular monthly meetings, board meetings and the Annual
General Meeting. Copies shall be
distributed to those attending or normally attending meetings or upon a request
of member.
9.4
Frequency of meetings
(Attachment 1)
Regular
monthly meetings
Regular monthly meetings
shall be held the second Wednesday of each month from 7 p.m. to 9
p.m. , with the exception of July and August. The September WWRA Newsletter shall provide a
list of the dates of the regular monthly meetings.
Board meetings
Board
meetings shall normally be held between the regular monthly meetings to conduct
on-going WWRA business. The schedule for
board meetings shall be established prior to the September WWRA regular monthly
meeting. In the case of a special
meeting, the co-chairs shall provide advance notice of at least 48 hours.
Annual General Meeting
The
Annual General Meeting (AGM) will occur during the first hour of the October
regular monthly meeting. The business of
the AGM shall be:
-To accept the WWRA annual report on activity and
the audited or verified financial statements for the previous 12 months
- To elect new directors to vacant positions
as required and
- To amend the WWRA Constitution and By-laws as required.
ARTICLE
10 - FINANCIAL POLICY
10.1 Fiscal year and accounting
The fiscal year is April 1st to
March 31st. A report on WWRA
resources and budget shall be available at each regular monthly and board meeting. The WWRA finances and bookkeeping shall be
reviewed on an annual basis by an Accountant.
10.2 Signing
authority
The
signatures of 2 executive officers (i.e., a Co-chair and or Secretary or
Treasurer) are required to withdraw money from the WWRA account or to pay for
goods and services related to WWRA activity.
Cheques for reimbursement for any board members who have signing
authority cannot be signed by themselves (cannot sign own cheque).
10.3 Only pre-approved expenses to be reimbursed
WWRA directors
or members who pay out-of-pocket for expenses without authorization will only
be re-imbursed if the expense is approved by the board and recorded in the
minutes. Receipts must be provided to
the Treasurer for re-imbursement.
ARTICLE
11 – RESOLUTIONS AND AMENDMENTS
11.1 Resolutions
Ordinary or special resolutions may be passed at
meetings by way of a majority.
“Majority” refers to more than one half plus one of WWRA members in
attendance where a quorum is present.
11.2 Constitution
and By-laws
The
executive may call a special meeting of the membership to deal with changes to
the constitution at any time and does not need the meeting to coincide with the
AGM. Notification to the membership via
newsletter is needed to announce proposed amendments to the constitution at
least 1 month prior to voting. Proposed
amendments may be advertised in the newsletter or made available at the general
meeting 1 month prior to the actual vote.
11.3 Dissolution of WWRA
Upon dissolution of the WWRA, after satisfaction
of all debts and liabilities, any remaining funds and assets shall be
distributed to another not-for-profit organization working for the benefit of
the William Whyte area. The outgoing
members will identify the organization.
The preceding WWRA Constitution and By-laws were
approved and amended at the WWRA AGM October 13, 2010 .
ATTACHMENT 1: VISION STATEMENT AND INTERIM BOARD
WWRA vision for
(2011 to 2016)
WWRA will work to make the William Whyte area a prize-winning example of urban
renewal. The area will maintain its
historic character as a neighbourhood where people care about each other and
where everyone can have a sense of belonging.
Based on the annual
priorities as outlined by the William Whyte Residents Association the William
Whyte neighborhood will have a strong community of people working together to
create a better place. Our neighborhood
will offer a:
-
Safe area for people, property and the environment
-
Clean, attractive street, properties, parks and gardens
-
Quality housing and buildings
-
Recreation and leisure activities, particularly for youth.
ATTACHMENT 2:
1. WWRA REGULAR MONTHLY MEETINGS (SUBJECT TO
CHANGE):
2.
BOARD OF DIRECTORS MEETINGS
Board
meetings shall normally be held between the regular monthly meetings to conduct
on-going WWRA business. The schedule for
board meetings shall be established prior to the September WWRA regular monthly
meeting.
3.
ANNUAL GENERAL MEETING
The Annual General Meeting
shall be held in October for the purpose of:
- presenting the Annual Report and the audited or
verified financial statements for the previous 12 months
- to elect any new Directors as required and who
are to assume office by November 1
- to ratify any changes to the WWRA constitution
& By-Laws (if applicable)
ATTACHMENT 3: MEETING AGENDA:
(SAMPLE)
REGULAR AND
BOARD OF DIRECTORS MEETINGS:
1.
Call to order
- introductions
- review of how meetings are conducted, making
motions, residents eligible to vote
2. Approval
of minutes of previous meeting
3. On-going business
4. Committee reports
5. Correspondence
6. New business
7. Adjournment
ANNUAL GENERAL
MEETING:
1.
Call to order
- introductions
- review of how meeting are conducted, making
motions, residents eligible to vote
2.
Executive Reports: Annual Report, Financial Statements
3.
Constitution and By-law Amendments (if applicable)
4.
Elections – Board of Directors
5.
Adjournment
ATTACHMENT 4: ROBERT’S RULES OF
ORDER
Parliamentary procedure recognizes the views and
rights of each member and ensures that decisions for action are made in a
democratic way. For meetings, quorum
must be met (i.e., number of people necessary to have a meeting) and an agenda
followed. Business is conducted by way
of motions, discussion and votes.
The Chairperson presides over the meeting and calls
on individuals to speak. A member may
make a motion about an idea for members to consider. Another member must second the motion. If no one seconds the motion, the motion
stops.
For example:
A motion about an idea:
1st member “I move that WWRA buy a new computer for
the office”
2nd member “I second the motion”
The
group discusses the pros and cons of buying a computer.
A motion to amend the idea:
1st member “I move that motion be amended to add
“not greater than $2,000.”
2nd member “I second the motion”
The
group discusses to pros and cons of the amended motion.
The vote on the motion or amended motion:
Chairperson “The motion is ‘new computer not greater
than $2,000. Motion to vote.’”
2nd member “I second the motion to vote.”
Chairperson “All in favour?”
Members vote by show of hands.
The Chairperson states
whether the motion is passed or defeated.
ATTACHMENT 5: AMENDMENTS
5.1 “Proposed amendment:
To change the boundaries of the WWRA to
include both sides of Selkirk Ave.
Whyte
boundaries. Amendment passed June 9, 2004
5.2 The executive
may call a special meeting of the membership to deal with changes to the
constitution at any time and does not need the meeting to coincide with the
AGM.
Amendment passed June 8, 2005 .
5.3 Article
2 - Purpose
Add in city of Wpg. Map
Article 3.1
The WWRA responds to the concerns
for the benefit of the William Whtye community.
Concerns may be related to but not necessarily limited to:
1.
People in need (e.g., of information, children,
elderly)
2.
People living in the area (e.g., renters, homeowners,
in care)
3.
People working in the area (e.g., business, schools,
government and organizations)
4.
The environment (e.g., animals, trees, parks,
buildings, empty lots, sanitation).
Article 3.3 WWRA principles
In meetings and related activities
in the community, WWRA members/volunteers
shall be guided by the following principles:
Article 4.1
Every person living within the
William Whyte residential boundaries shall be considered a member. WWRA
members who are of the age of majority (18 years) are eligible to vote at WWRA
regular monthly meetings and at the Annual General Meeting. Votes shall be done by show of hand or by
secret ballot.
Article 6.1
The WWRA is administered by a
voluntary board of directors
The WWRA has an elected board of
directors. The WWRA board is an active “working board” of no less than 4 and no
more than 8 directors. Directors are
nominated from the WWRA membership.
The WWRA Board of Directors
consists of:
o Co-Chairs
(2 individuals)
o Secretary
o Treasurer
o Up
to 4 Directors at Large
Article 6.2
Executive officers
The Executive Officers oversee the
financial, legal and day-to-day business of the WWRA. The Executive Officers are the
2 Co-Chairs and the Secretary and Treasurer.
Article 6.3
Terms of office
Terms of appointment to office
shall normally be 2 years. Directors
appointed in mid-term will serve to completion of that term. Each
co-chair shall begin their term on opposite years. The secretary and treasurer will begin their
term on opposite years.
Article 6.4
Board vacancies:
If a Director resigns, abandons or
is removed from the Board of Directors, the remaining Board of Directors shall
assume responsibility for the outgoing Director until the AGM or recommend that an interim election be held.
Addition
A board member who moves outside of the boundaries of William Whyte
while holding a position on the board will have the option of completing their
term but cannot run for re-election. The
board member will retain their voting rights while on the board.
Article 7.3
Treasurer duties
·
Provide a
current account of all monies received, disbursed and owing at the regular and
board meetings
·
Ensuring
the WWRA financial and legal documents are completed (e.g., audited or verified
financial report, Revenue Canada
·
Overseeing
the annual report of the WWRA activities and a verified financial statement to
be made available at the annual general meeting.
·
Ensure
that the WWRA financial documents pertaining to grant applications are
completed in conjunction with the coordinator.
Article 7.4
Secretary duties
·
Maintain
membership lists, meeting agendas, minutes, etc… in partnership with the
coordinator
·
Preparing
or causing to be prepared incoming and outgoing correspondence of the
association
·
Ensuring
that the WWRA grant applications are completed in partnership with the
coordinator
Please note that article 7.4
Director(s) at Large duties will now become article 7.5 and article 7.5 Staff
will become article 7.6
Article 8.2
Standing Committees
The Standing Committees and their
chairperson are:
Committee Chairperson
- Board Leadership, Public Relations Co-chairs
- Finance Treasurer
- Membership Secretary
- Clean-up and Community Image Director
at Large
- Housing Director
at Large
- Safety Director
at Large
- Park revitalization/recreation Director
at Large
Article 10.1
Fiscal year and accounting
The fiscal year is April 1st to March 31st. A report on WWRA resources and budget shall
be available at each regular monthly and board meeting. The WWRA finances and bookkeeping shall be
reviewed on an annual basis by an accountant.
Article 10.2
Signing authority
The signatures of 2 Executive
Officers (i.e., a Co-chair and or
secretary or treasurer) are required to withdraw money from the WWRA
account or to pay for goods and services related to WWRA activity.
Cheques for reimbursement for any board members who have signing
authority cannot be signed by themselves (cannot sign own cheque).
Article 11.2
Constitution and Bylaws
The executive may call a special
meeting of the membership to deal with changes to the constitution at any time
and does not need the meeting to coincide with the AGM (See attachment 5:
Amendments Article 5.2). Notification to the membership via newsletter
is needed to announce proposed amendments to the constitution at least 1 month
prior to voting. Proposed amendments may
be advertised in the newsletter or made available at the general meeting 1
month prior to the actual vote.
WWRA vision for the next 3-5 years (2006 to 2010)
WWRA will lead the William Whyte
area to become a prize-winning example of urban renewal. The area will maintain its historic character
as a neighbourhood where people care about each other and where everyone can
have a sense of belonging.
Based on the annual priorities as outlined by the William Whyte
Residents Association the William
Whyte neighbourhood will have a strong community of people working together to
create a better place. Our neighbourhood
will offer a:
- Safe area for people, property and the
environment
- Clean, attractive streets, properties,
parks and gardens
- Quality housing and buildings
- Recreation and leisure activities,
particularly for youth
Amendments to Articles 2, 3.1, 3.3, 4.1,
6.1, 6.2, 6.3, 6.4, 7.3, 7.4, 8.2, 10.1, 10.2, 11.2
passed March 8, 2006
5.4 Article
6.1
The WWRA is administered by a
voluntary board of directors
The WWRA is an elected board of directors. The WWRA board is an active “working board”
of no less than 4 and no more
than 12 directors. Directors are
nominated from the WWRA membership.
The board of directors consists of:
- Co-chairs (2 individuals)
- Secretary
- Treasurer
- Up to 8 Directors
at Large.
Article 6.4
Nominations and Election
Procedure
Membership/Nominations Committee
In May of each year, an ad hoc committee of 1
director and 2 general members shall be formed to identify board vacancies and
to prepare a slate of potential nominees.
The recommendations of the ad hoc committee will be presented at the
September regular monthly meeting.
Preference will be given to nominate WWRA residents
who have the skills that have been identified as a need (e.g., chairing
committees, accounting, fundraising, recruiting volunteers, etc.)
Elections
Directors shall be elected by vote at the WWRA Annual
General Meeting in October. Newly
elected Board members are to be elected as Directors at Large and the executive
positions are to be voted in at the first scheduled board meeting following
their assuming office. Directors
will assume office by November 1st for a 2 year term ending
on October 31st.
Article 9.4
Frequency
of meetings (Attachment 1)
Annual General Meeting
The Annual General Meeting (AGM) will occur during
the first hour of the October regular monthly meeting. The business of the AGM shall be:
- To accept the WWRA annual report on activity and
the audited or verified financial statements for the previous 12 months
- To elect new directors to vacant
positions as required and
- To
amend the WWRA Constitution and By-laws as
required.
Amendments to Articles 6.1, 6.4, 9.4 passed May 13, 2009
ATTACHMENT 1: VISION STATEMENT AND INTERIM
BOARD
WWRA vision for the next 3 to 5 years (2006 to 2010) Amended to: for (2011
to 2016)
WWRA will lead the amended to: work to make
the William Whyte area to become amended to: a
prize-winning example of urban renewal.
The area will maintain its historic character as a neighbourhood where
people care about each other and where everyone can have a sense of belonging.
Based on the
annual priorities as outlined by the William Whyte Residents Association the
William Whyte neighborhood will have a strong community of people working
together to create a better place. Our
neighborhood will offer a:
-
Safe area for people, property and the
environment
-
Clean, attractive street, properties, parks and
gardens
-
Quality housing and buildings
-
Recreation and leisure activities, particularly
for youth.
Amendments to WWRA Vision passed October 13, 2010
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