The Friends of Rondeau is updating its by laws to reflect current legislative requirements and to adjust certain language to properly reflect new terminology.
The by laws have been reviewed by the Board of Directors and will be presented to the membership for ratification at the Annual General Meeting being held August 14, 2011 at 10.00 A.M.
The meeting will be held at the visitor centre in Rondeau Park.
The following are the proposed by laws:
The Friends of Rondeau Park
By-laws
Article I
Name:
The name of this organization shall be “The Friends of Rondeau Park”, and hereafter in these By-laws shall be referred to as “The Friends”.
The Head Office of the Friends shall be at 18050 Rondeau Park Road, R.R. 1, Morpeth, Ontario, N0P 1X0.
Article II
Purpose:
1. The Friends purpose is to encourage and support programs for interpretive, educational, scientific, historical, protection and preservation purposes related to the natural and historical resources of Rondeau Provincial Park and other Ontario Provincial Parks by
a) undertaking specific projects and initiatives such as providing educational/interpretive publications, maps, audio-visual materials and other appropriate items related to Rondeau Provincial Park;
b) encouraging and supporting public-spirited research of Rondeau Provincial Park’s natural, historical, and cultural resources with a view to disseminating such research findings to the public;
c) supplementing and enhancing existing Park educational/interpretive and recreational programs by offering periodic special events and activities for the benefit of the public; and
d) stimulating community interest and understanding of Rondeau Provincial Park to help ensure the protection of its natural and cultural resources.
2. The Friends organization shall be carried on without purpose of gain for its members and any profits or other accretions to The Friends shall be used in promoting its objectives and for no other purpose.
Article III
Membership:
1. Membership shall be open to any person subscribing to the purpose and objectives of The Friends. There shall be four classes of memberships: individual, family, and group/corporate.
2. Application to any of these above classes of membership shall be in writing, and shall be accompanied by such fee as may be determined from time to time by the Annual General Meeting.
3. Each membership in good standing shall be entitled to one vote at general meetings.
Membership shall be for 12 months from the time of application and payment.
Article IV
Meetings:
1. The Friends shall hold at least one general meeting annually. Notice of such meetings shall be sent electronically and posted on The Friends’ website at least 30 days prior to the meeting.
2. 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 accountant shall be presented and a Board of Directors elected and accountants appointed for the ensuing year and the remuneration of the accountants be fixed.
2. Special meetings may be called at any time by the Chair, or on the request of three or more directors, or on the request of ten or more memberships in good standing.
3. A quorum at the Annual General Meeting shall consist of a majority of the members on attendance. The memberships shall be in good standing.
4. At all meetings of members every question put to a vote shall be decided by a majority of the votes of the memberships present.
Article V
Board of Directors:
1. The Board of Directors of The Friends shall manage The Friends and shall call at least four meetings yearly.
2 a) The Board of Directors shall consist of at least three (3) directors elected for a term of two years by vote at the AGM. Directors may be nominated by the Board or from the floor of the AGM. Directors must be a member in good standing for a minimum of 24 months prior to his election.
b) The election may be by a show of hands unless a ballot is demanded by any member.
3. A vacancy on the Board of Directors may be filled at the discretion of the directors. This member must be ratified at the next AGM.
4. A quorum of the Board shall consist of a majority of the directors present. In case of a tie vote, the President shall have a vote.
5. i) Ontario Parks employees may serve as Directors of The Friends, but must never comprise a majority of its members. Ontario Parks’ employees shall not act as Officers, nor shall they negotiate or execute contracts, sign cheques or hire or dismiss Friends’ employees.
ii) Ontario Parks’ employees shall not represent The Friends in any matter between The Friends and Ontario Parks.
iii) The Park Superintendent and/or Park Liaison Officer may be appointed ex officio to the Board of Directors of The Friends, but shall not exercise a vote or hold office.
6. The directors shall serve without remuneration, and directors shall not receive directly or indirectly any profit from their position as such. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties.
7. The members of the Friends may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
Article VI
Officers:
1. The officers of the Board of Directors shall consist of President, Vice-President, Secretary, and Treasurer. They shall be selected by the Board from among its members at its first meeting following the AGM.
2. The President shall call and preside at all meetings of The Friends, shall authorize special meetings, and shall be an ex officio member of all committees.
3. The Vice-President shall assume the duties of the President if absent.
4. The Secretary shall record the minutes of the AGM and any other regular or special meetings of The Friends, and shall be responsible for correspondence.
5. The Treasurer shall keep such records as may be necessary and shall present annual statements to the Board, and shall submit the records for examination by an Auditor if required, or upon request to the Board.
6. Signing authority shall rest with two of the three of the Vice-President, Treasurer, and one other director. Where a conflict of interest in signing authorities occurs another director shall be appointed to sign.
7. The directors-at-large shall chair committees as required.
Article VII
Committees:
The Board of Directors may appoint such committees from time to time as they deem advisable, including appointments who are not members of The Friends, and may delegate such authority as they deem appropriate, provided such that actions taken or recommended by such committees are subject to approval by the Board.
Article VIII
Protection of the Board of Directors:
The Friends shall hold a general liability policy for bodily injury and property damage which will include coverage for the Directors. The Friends shall not protect any Director for acts of fraud, dishonesty, bad faith, or criminal acts.
Article IX
Amendment:
These By-Laws may be added to or amended by a two-thirds vote of the members present and voting at an Annual General Meeting of The Friends, provided that due notice of the proposed amendments shall have been given at least thirty days prior to the date of such meeting by communicating a copy of such proposals to each membership.
Article X
Dissolution:
In the event of dissolution of The Friends, all its physical assets and educational materials shall be transferred to Ontario Parks. Its cash assets, after payments of liabilities, are required by law to be distributed to charities having purposes similar to the Friends, which carry on their work solely in Ontario.
Article XI
Borrowing
The directors may a) borrow money on the credit of the Corporation
b) Issue, sell or pledge securities of the Corporation to secure any debt or obligation of the Corporation.
NOTE: These proposed by-laws were adopted at the AGM of August 14, 2001