The latest revision of the RHPOA Constitution was ratified by the members at the 2013 (May) Annual General Meeting (AGM).
Revisions: February 1961
BY-LAW No. 1 – A by-law relating generally to the conduct of the affairs of the Rothwell Heights Property Owners Association (the “Association” or “Corporation”), incorporated in the Province of Ontario, BE IT ENACTED as a by-law of the Association/Corporation as follows:
1. The name of the Association shall be the ROTHWELL HEIGHTS PROPERTY OWNERS ASSOCIATION / L’ASSOCIATION DES PROPRIÉTAIRES DE ROTHWELL HEIGHTS.
2. The Rothwell Heights area for which the Association is constituted is the area bounded by Montreal Road on the south, Massey Lane and the Delong Drive-Kaymar Drive link on the north, Delong Drive and Kaymar Drive on the east, and Blair Road on the west.
3. The head office of the Association/Corporation shall be situated at such address as the Executive of the Association/Corporation may, by resolution, determine. Subject to regulatory requirements, the Association may change the place in which the registered office of the Association/Corporation shall be situated.
4. Membership in the Association shall be open to all adult persons who are interested in furthering the objectives of the Association; and shall include those who have paid their annual membership fees for the calendar year, and who are residents within the Rothwell Heights area or who are former residents of Rothwell Heights, or who have an interest in the affairs of Rothwell Heights and who are in good standing with the Corporation, provided that non-residents of Rothwell Heights shall have no voting rights.
5. Membership fees shall be set by majority vote of the Board and shall be payable for the calendar year for that year’s membership.
6. Any member may withdraw from the Association by delivering a written resignation to the Secretary of the Association.
7. Membership may be revoked at any time, for reasons of misconduct, illegal activities, or the pursuit of activities contrary to the objectives of the Association, by a vote to that effect by 2/3 of the Board.
8. The purpose of the Association is enhancement in quality of community life, by-
(a) fostering a sense of community in the neighbourhood;
(b) encouraging and facilitating information exchange, constructive dialogue, and activities by residents on issues of community interest in Rothwell Heights and in the larger urban area, particularly on issues which may affect the character and quality of life in our area;
(c) presenting a strong neighbourhood voice and presence on subjects of community interest or concern to any level of government, committees, boards, and other outside organizations as appropriate to the situation; and,
(d) protecting the heritage character, natural environment and urban greenspace, enhancing the public spaces, and representing the interests of the residents of Rothwell Heights.
MEMBERS MEETING AND VOTING
9. The Annual General Meeting (AGM) of the members of the Association, or any other general meeting of members, shall be held at any place as the Board may determine, and on such day and in such a place as the said Board shall appoint.
10. A General (or Special) Meeting of members may be called at any time at the discretion of the Executive. A General Meeting of Members shall also be called when 25 voting members so request in writing to the Executive.
11. Fourteen (14) days written notice of an Annual General Meeting, or a General Meeting of Members, shall be given to each Rothwell Heights household. Acceptable forms of notice in writing include notice by post, notice by hand-delivery to the house, and notice by email to the address of the Association members.
12. No error or omission of giving notice of any meetings, including Annual General Meetings, shall invalidate the meeting or make void any proceedings or decisions 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.
13. A two-thirds (2/3) majority of the voting members present at any member meeting shall determine the vote in respect of any matter brought to a vote.
14. At every Annual General Meeting, in addition to any other business that may be transacted, the financial statements shall be presented. The members may consider and transact business, either special or general, at any meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.
15. Notice of each meeting must remind the member if the member has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy-holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy-holder must be a member of the Association.
BOARD OF DIRECTORS
16. The property and business of the Association/Corporation shall be managed by a Board, comprised of a minimum of six (6) and maximum of nine (9) directors who are elected for a two year term from the membership of the Association at the Annual General Meeting by an affirmative vote of at least two-thirds (2/3) of the votes cast. Reasonable representation shall be sought from each of the three topographical levels of the community.
17. The adequacy of the number of persons on the Board shall be determined from time to time by the Board. Where vacancies exist in the Board, the directors are empowered, but not required, to appoint a member of the Association to the position in question for the balance of the term.
18. The Board shall choose amongst its members a President, a Treasurer, a Secretary, and such other Officers as it may deem appropriate.
19. The Board is empowered to appoint sub-committees and working groups for any purpose consistent with the purpose of the Association. Any member of the Association shall be eligible for participation on a sub-committee or working group.
20. Any member of the Board may be removed at any time by two-thirds (2/3) of the voting members of the Association present at a general or special meeting, provided that required notice is given to both the membership and to the Board member prior to any proposed action being taken with respect to removal.
21. Members of the Board shall serve without remuneration, and shall not directly or indirectly receive any profit from his/her position as such. Nothing herein contained shall be construed to preclude any Executive member from being paid reasonable expenses incurred in the performance of his duties, nor in receiving compensation for serving the Board in a capacity for which compensation has been approved by a majority and recorded vote of the full Board.
POWERS OF THE BOARD
22. The Board 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 as hereafter provided, generally, may exercise all such powers and do all such other acts and things as the Association or Corporation is, by its charter or otherwise, authorized to exercise and do.
23. The Board is responsible for and empowered to –
(a) determine the time and place of Annual General Meetings and other member meetings that may be deemed necessary;
(b) maintain financial records and accounts of Association assets and transactions;
(c) authorize and pay expenditures which further the objectives of the Association;
(d) retain and pay for professional services in respect of any matter deemed by the Board to be consistent with the purpose of the Association, if the following conditions are met –
(i) cost estimates of retaining professional services are ascertained and approved by the Board in advance of such costs being incurred or paid;
(ii) a cost recovery plan is considered by the Board prior to incurring significant costs in the matter;
(iii) in developing a cost recovery plan, initial consideration is given to a cost recovery option involving residents whose interests are directly or immediately affected by the matter; and
(iv) costs incurred/proposed to be incurred and costs recovered/proposed to be recovered be reported regularly to the Association membership; and,
(e) develop policies and positions on various urban issues to reflect core values and consistency with the Association purpose.
24. Signing authority for the Association’s financial transactions shall include two (2) signatures out of three (3) signing Officers. Signing Officers will include Treasurer, President, and one director.
MEETINGS OF THE BOARD OF DIRECTORS
25. The Board shall hold meetings at intervals set in advance by the Board or at times called by the President. Notice of time, date, and location of Executive meetings shall be given at least three (3) days in advance in writing (including email) or by telephone communication. Shorter notice meetings may be called by agreement of the majority of the Board.
26. No error or omission of giving notice of any meetings shall invalidate the meeting or make void any proceedings taken thereat and any Executive 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.
27. Meetings may be held in person or through any electronic means that are deemed appropriate by the majority of the Board, such as teleconferencing or email serial communication, to enable exchange of information, questions, and perspectives. Decisions taken shall be recorded.
28. A majority of Board members in office, but no less than four (4), shall constitute a quorum for meetings of the Board. A majority vote of the Board voting at any meeting shall be required for the passing of any motion.
OFFICERS OF THE CORPORATION
29. Officers of the Corporation / Association may consist of a President, a Treasurer, and a Secretary and shall be appointed by a resolution of the Board at the first meeting of the Board of Directors following the annual meeting of members. Officers must be elected as directors and be members in good standing of the Corporation. Officers of the Corporation /Association shall hold office for one year
from their date of appointment or until their successors are appointed in their stead. All officers shall be subject to removal by resolution of the Board at any time.
DUTIES OF OFFICERS
30 The President shall be the Chief Executive Officer of the Association. He/she shall have the general and active management of the affairs of the Association. The President shall call for, and preside at, meetings of members and the Board.
31. The Treasurer shall have custody of the funds and shall keep complete and accurate records of assets and liabilities, receipts and disbursements, in the books of the Corporation / Association. He/she shall deposit all monies in the name and to the credit of the Association in such chartered bank as may from time to time be designated by the Board. He/she shall disburse funds of the Association as may be directed by proper authority taking proper vouchers for such disbursements. He/she shall render to the President and Board whenever they may require, including at the Annual General Meeting, an accounting of all transactions and a statement of financial position of the Association. He/she shall also perform such other duties as may from time to time be directed by the Board.
32. The Secretary shall attend all meetings, record all votes and minutes of proceedings in the books to be kept for that purpose, and may be empowered by the Board of Directors, upon resolution of the Board, to carry the affairs of the Corporation / Association generally under the supervision of the officers thereof.
33. The duties of all other officers of the Board shall be such as the terms of their engagement call or what the Board requires of them.
MINUTES OF MEETINGS OF ASSOCIATION EXECUTIVE
34. Minutes of meetings of the Board of Directors shall not be made public but shall be available for inspection by members of the Association.
AMENDMENT OF BYLAWS
35. The Board shall from time to time recommend new bylaws, repeal old bylaws, or make amendments to existing bylaw(s) as it deems necessary for the conduct of the business of the Corporation /Association. No such amendment shall take effect until ratified by a two-thirds (2/3) majority of voting members present at an Annual General meeting or special meeting called for that purpose.