Please note the following suggested amendments to the document submitted to the membership as the “Proposed Constitution of Stokes Bay Ratepayers Association”.

NOTE: – All proposed amendments will be shown in Italics. The proposed constitution, bylaws, and with my suggested amendments will be followed by a section giving the reasons for my proposed changes to the Constitution and bylaws.
(Nigel Allwood)

 
A Resolution of the Stokes Bay Ratepayers Association for the adoption of a Constitution and By-laws:

Constitution of
Stokes Bay Ratepayers Association

With By-laws – Enacted 2002/06/29

 
WHEREAS the Residents of the local area of Stokes Bay who have attended an openly advertised meeting and paid an initial membership fee to confirm their participation and attended a formation meeting deem it expedient that the Ratepayers Association formed at this meeting be governed by a Constitution and appropriate By-laws regulating the affairs of said Association.

Therefore be it resolved that the following Constitution with attendant By-laws is proposed for acceptance by the membership.

Reasoning:
    Founding resolution: –
    Any motion to formulate a constitution and/or By-laws should clearly state why the motion is being put forward as this may later be required in case of a legal challenge of the groups right to represent the residents of the area by parties not present at any of the formation and/or other meetings. It illustrates the intent of the shapers of the document and the will of the members voting at the founding meeting of the association.

 

INDEX:

Section:
Rev. No.
Date
Sec. I – Vision Statement
0
2002/06/29
Sec. II – Membership
0
2002/06/29
Sec. III – Voting by the Membership
0
2002/06/29
Sec. II – Executive Officers and Terms of Office
0
2002/06/29
Sec. V – Duties of Officers
0
2002/06/29
Sec. VI – Disbursement of Funds
0
2002/06/29
Sec. VII – Annual General and Special Meeting
0
2002/06/29
Sec. VIII – Order of Business
0
2002/06/29
Sec. IX – Amending Formula
0
2002/06/29

Reasoning:

Index: –

Although only a few pages at present in time this document could become quite large therefore an index should be used to aid readers in finding the appropriate sections. I have formatted this document in a manner that is followed by most official bodies for regulations and other legal documents. The listing of the revision number and date will allow readers to immediately find the most recent changes in the document.

Sec: I – Vision Statement
Rev. 0 – 2002/06/21

  1. That the Association shall be known as the “Stokes Bay Ratepayers Association”.
    For the purposes of this document the “Stokes Bay Ratepayers Association” shall be known solely as the “Association”.

Reasoning:

    As this will be a legal document, as well as naming the association, unless that full name is to be used in all cases in the document the term(s) used to designate the association within the document must be defined.

  1. The membership of the Association shall be drawn from the Rate Payers of the combined areas of the former Eastnor and Lindsay Townships included within the following Boundaries: –

    Northern Boundary – The Center Line of Lindsay Road 20 Road Allowance;

    Southern Boundary – Hardwick Cove (note: – proper geographic location needed here for Southern boundary);

    Eastern Boundary – Center of the Burry Road, Road Allowance.

    Western Boundary – 50 Meters below the Low Water Mark of the Lake Huron shore line and it’s attached bays and inlets;

    Including the Hamlet of Stokes Bay, the cottage and/or residential areas of Tamarac Island, Hardwick Cove, Stokes Bay Shores, Greenough Point, Simon Point and any other residence, cottage, and/or residential or cottage development area that may from time to time be planned/constructed within the fore mentioned boundaries.

Reasoning:

    As the association has been formed to represent a given area, boundaries should be specific geographic locations. The reference to the low water mark is included to allow the association to represent owners whose property runs to the water line as well as the members at large. In Tiny Township, the Cottage Rate Payers Association was only allowed to represent the shoreline property owners only, while the township council purporting to represent the public (i.e. – non shore line owners) took them to the O.M.B. over the issue of public access to beaches.

  1. The aims of the Association shall be:

    1. Protection and promotion of the common interests of cottage and permanent resident owner’s in said areas.

    2. The maintenance, improvement, and promotion of the Health, Sanitation, Safety, and Environmental conditions of the described area.

Reasoning:

    The addition of the word “promotion” gives foundation to any fund raising efforts the association may take in the future to finance the efforts of the group to promote the area in any manner that the association decides is appropriate. It also means that the association will clearly be an advocacy group when required for the described area.

    The addition of the word “environmental” is self-explanatory. The use of health, safety, and sanitation only could be used to restrict the association to commenting on items that have a direct impact on the members. Denying the association the ability to speak generally on subjects such as wetlands, logging, present and future land uses etc.

  1. Furtherance of recreational facilities of the described area.

  2. Handle co-operatively, negotiations and all matters of business and group interest to the members of the Association, between the Association, and the Municipal Council, the Provincial and Federal Governments, quasi-judicial bodies, and the public at large.

Reasoning:

    This change is made to allow the association to deal with arms length government bodies (i.e. – O.M.B., various legal bodies and other groups that operate independently of the Government) and/or groups such as Tourist Associations, etc.

  1. To generally further and promote social activities among all residents of the fore mentioned areas.

  2. To handle efficiently and promptly, all matters of common interest, which may be advanced by the members for consideration from time to time.

Sec: II – Membership
Rev. 0 – 2002/06/21

  1. Membership shall be restricted to one per property owner. In the case of joint ownership, one member only will be eligible.

  2. Annual dues for members of the Stokes Bay Ratepayers Association will be set each year at a general meeting of the Association’s membership.

  3. The fiscal year of the Association shall end May 31st. All membership fees are due no later than July 1st of each year.

  4. Correspondence shall be forwarded only to and consideration of correspondence from Association members shall only be given to paid up members.

Sec: III – Voting By The Membership
Rev. 0 – 2002/06/21

  1. Qualified paid up members shall be entitled to one vote per member as defined by Sec. II (1), regarding any items of business or interest declared at the General Meeting that shall be considered by the Association executive and/or the membership.

Reasoning:

    Earlier the membership was given the authority to raise issues from the floor of a meeting. This gives them the right to vote on such issues, not just issues raised by the Executive.

  1. No member shall cast a vote, propose a motion, or second a motion, where a conflict or the appearance of a conflict of interest may arise from the members taking part. Such conflict shall be considered to arise when the member and/or his/her extended family, and/or a business associate may benefit from the members actions to the detriment of the association and/or a member of the association. The member may take part in the discussion of any matter only after his/her conflict of interest has been disclosed to the assembled meeting and recorded in the minutes. Any member declaring a conflict of interesting any matter shall leave the meeting prior to an open floor vote being taken.

Reasoning:

    A clear “Conflict of Interest” statement is required to reduce the risk of future challenges to votes taken by the membership while allowing all members to take part in the discussion of issues.

  1. In the case of the inability of a member of the Association to attend a meeting due to illness, long-term absence from the area, etc., the member may designate in writing a person to act on the members behalf as a proxy voter.

    1. The proxy Voter shall identify himself/herself prior to the start of the meeting to the recording secretary of the Association and shall be allowed to cast a yes, no vote only or abstain. He/she shall not propose or second a motion on the floor of the meeting or take part in the discussion of any matter before the membership.

    2. No proxy Voter shall hold the proxy of, represent, and/or vote for more than one member at an Association meeting.

    3. The proxy shall only be good for the specific meeting date as noted in the member’s proxy designation.

Reasoning:

    3 and 3(a) thru 3(c) – Many members of the association are retirees, some of whom leave the area for extended periods during the winter months, while others may be absent for long periods due to illness or for other reasons such as family business or employment. Issues of serious import may arise from time to time that require a membership meeting to be called at relatively short notice. This change to allow a Proxy Vote would allow members who are not able to attend due to long-term absence the ability to be represented while at the same time preventing any one person or party from controlling the voting process by accumulating a group of proxies.

Sec: IV – Executive Officers and Term of Office
Rev. 0 – 2002/06/21

  1. The Executive Officers of the Association shall consist of President, Vice-President, Secretary, Treasurer, and Trustee.

Reasoning:

    The total number of officers of the executive should be unbalanced 3, 5, 7, etc. as the President is expected to be impartial and provide both sides of a discussion to the membership, and would not normally vote on issues unless there is a tie vote of executive members. As the financial Auditor in Sec: VII as part of his/her fiduciary duties must be independent of the Executive he/she therefore cannot be the odd member and take part in Executive decisions.

    I have deleted the word “Committee” from use with the term “Executive”. Due to the “Executive’s” designated structure and requirements laid down in the By-laws. The executive forms a distinct group within the association and therefore the use of the term “Committee” is superfluous and should be used to designate permanent and/or temporary groups set up by the association to address specific tasks.

  1. All officers shall be nominated and elected for a period of two years at the annual meeting of the Association by the majority vote of those present.

Sec: V – Duties of Officers
Rev. 0 – 2002/06/21

  1. Three members of the Association Executive present at any Executive meeting shall constitute a quorum for the transaction of business. Questions arising at any meeting of the Association Executive shall be decided by a majority of votes. In the case of an equal vote by the executive on an item of discussion, the Chairperson shall cast the deciding vote.

Reasoning:

    A quorum should consist of 50 percent of the Executive plus a Chairman.

  1. The duties of the President shall be to preside at the annual and other meetings of the Association, and generally to perform the ordinary duties of the President of such an Association. The President shall ex-officio be a member of all committees.

  2. The Vice-President shall perform the duties of the President in the President’s absence and such other duties as prescribed by the membership.

Reasoning:

    This change allows the Vice-President to assist the membership by performing duties or tasks as may be directed from time to time by the membership.

  1. The Secretary shall preserve the records of the Association, keep minutes of all General and Special meetings of the Association, keep minutes of all Association Executive meetings, sign Association Records and Reports, prepare and forward letters, invitations, bulletins, announcements, and generally performs the usual duties of a Secretary of an Association.

  2. The Treasurer shall collect, receive and account for all moneys due and payable to the Association, and/or payable by the Association, and shall pay same out on order of the President, or the Vice-President in the absence of the President. The Treasurer shall present an audited financial statement at the annual meeting of the Association, and at such other times as may be requested by the Executive Committee and/or upon the written request of a member of the Association with the agreed approval of the Association Executive. All disbursements greater than Five (5) Dollars shall be listed as separate items in the financial statement. All cheques over $100.00 issued by the Treasurer shall be signed by the Treasurer and counter-signed by either the President or Vice-President.

Reasoning:
    This change would allow a member who has been absent from the General Meeting to view the association’s Financial Statement and have any questions answered while at the same time controlling frivolous requests.

    The five (5) dollar amount for listing purposes on the financial report reduces the requirement to report every item individually to account for every cent spent and could be reported as miscellaneous items, while maintaining the requirement to retain all receipts for accounting purposes.

Sec: VI – Disbursement of Funds
Rev. 0 – 2002/06/21

The funds of the Association shall be handled in the following manner:

  1. Disbursement of amounts under $100.00 for routine operating expenses or other minor purposes may be paid out on order of the President or in their absence, the Vice-President.

  2. Disbursement of amounts over $100.00 but not exceeding $750.00, may be paid out on order of the President or in his/her absence the Vice-President, and shall have the consent of the Executive Committee.

  3. Special appropriations or disbursements of more than $750.00 must be approved by the members of the Association at any annual meeting or special membership meeting called for that purpose.

Sec: VII – Annual General and Special Meetings
Rev. 0 – 2002/06/21

  1. The annual meeting shall be called by notice, signed by the President and/or Secretary, and shall be held at Stokes Bay, on or as near as possible to July 1st.

  2. A quorum for the transaction of business at the annual meeting shall consist of at least 15% of the paid-up voting membership.

  3. One auditor shall be elected annually by the membership at this general meeting.

  4. A special meeting of the members shall, at the written request of any five members, be called by the Secretary by mailing a notice, stating the object of such meeting, and giving at least twenty-one days prior notice of the time and place of this meeting.

Sec: VIII – Order of Business
Rev. 0 – 2002/06/21

  1. The following order of business shall be observed at the Annual General Membership meeting:

    1. Reading of minutes of the last general or special meeting.
    2. Reading of report of Secretary.
    3. Reading of report of Treasurer.
    4. Election of Officers.
    5. Election of Auditor.
    6. Approval of major financial appropriations.
    7. Unfinished business.
    8. Miscellaneous and new business.

    The above order of business shall be used at all meetings so far as practicable. In all matters of procedure, "Robert’s Rules of Order" shall be considered authoritative.

Sec: IX – Amending Formula
Rev. 0 – 2001/06/21

  1. As Adopted Sections I, II, and IX of this Constitution and By-laws shall only be amended by a two-thirds majority of the membership of the Association.

Reasoning:

    As the Vision Statement Sec: I, Membership Requirement Sec: II, and the Amending Formula Sec: IX form the core values of the Stokes Bay Rate Payers Association and should not be changed for the purposes of expediency, they should require a higher level of discussion and participation by the membership to amend them. The lower level of participation for amending the other sections is appropriate, as changes may be required from time to time to meet legal or financial requirements, or for the good order of the Association.

  1. Sections III through VIII of this Constitution and By-laws may be repealed or amended or new By-laws adopted except as noted in Sec. IX (1), at any annual or special general meeting by a two-thirds majority of the members present and voting. Such amendments shall be mailed to all members at least twenty-one (21) days prior to the meeting at which the amendment shall be voted upon, such notice shall include the scheduled time and place of such meeting.

  2. Members proposing amendments and/or new By-laws shall ensure written notice of such proposal is provided to the Secretary no later than five weeks prior to the annual General Meeting.