PLANT POOL RECREATION ASSOCIATION CONSTITUTION
The following are the by-laws of the Plant Pool Recreation Association (PPRA), hereinafter referred to as the “Association”.
I. The Head Office of the Association shall be in the City of Ottawa, in the Province of Ontario, and at such place therein as the directors may from time to time determine.
2. The seal, an impression thereof which is stamped in the margin hereof, shall be the corporate seal of the Association.
3. The objects of the Association are:
1. To provide funding for children and youth from low-income households of the catchment area as defined below, to participate in structured recreational programs provided at the Plant Recreation Centre and Plouffe Park [located at Somerset and Preston Streets, Ottawa]
2. To operate and supervise skating rinks at Plouffe Park for the benefit of the community (in the west-centre area of the City of Ottawa defined by Bank Street in the east to Holland Avenue in the west and to the Queensway to Bronson Avenue and to Carling Avenue thereafter to the south and the Ottawa River to the north)
3. To provide drop-in programming for youth aged 6-16 years that will offer structured educational and recreational activities in a supervised setting.
4. To benefit the community by maintaining and preserving recreational spaces to be used by the general public.
4.(a) In order to devote its full attention to these objectives, the Association and through its employees and Board of Directors will not engage in partisan political or in sectarian religious activities while representing the Association.
(b ) The Plant Pool Recreation Association shall carry on its activities without purpose of gain for its members, and any profits or other gains to the organization shall be used in promoting its objectives.
5. (a) Membership in the Association shall be given automatically to all persons eighteen (18) years of age or older who meet the requirements of this part and who reside within the area bounded by the Bank Street in the east to Holland Avenue in the west and to the Queensway Highway ( 417) to Bronson A venue and to Carling Avenue thereafter to the south and the Ottawa River to the north. Each member shall be entitled to a vote at all meetings of the members.
(b) Any member may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the Secretary of the Association.
c) A member shall cease to be a member of the Association if, at a general meeting of members, a resolution is passed by seventy-five per cent (75%) of the members present at the meeting that his or her membership shall terminate.
6. Membership fees, whether annual or otherwise, may be established from time to time by the members at a general meeting of members. No member shall have the right to vote at any meeting of members if his or her membership fees are not fully paid
BOARD OF DIRECTORS
7.1. Mandate and Size.
(a). The property and business of the Association shall be managed by a board of up to eighteen (18) directors, each of whom shall have one vote.
(b) The Past President of the Board shall be a non-voting member.
© The Board has the right to allocate non-voting positions and non-voting members on the Board.
7.2. Eligibility and Nominations
(a)All members of the Association are eligible to stand for election to the Board.
(b)A nominating committee of the Board shall be named by the President at least one (I) month prior to the Annual General meeting of the Association. The nominating committee shall secure the nominations for vacant board positions and will notify the candidates. The result of the nominating committee’s deliberations and nominees for the election to the Board of Directors shall be given to the President and the Secretary of the Board for inclusion in the notice to the members of the Association of the Annual General meeting.
(c) In the event that a member wishes to make further nominations for election to the Board of Directors at the Annual General meeting, such member shall provide the President or the Secretary with fourteen (14) days written notice of such nomination before the Annual General meeting-of members.
(a) The term of office will be a minimum of one (I) year and a maximum of three (3) years at which time the Board member hereinafter called Director, must stand for re-election. Each such Director shall hold office until his/her successor has been duly elected, appointed and qualified.
(b ) At any election, no more than one-third (1/3 ) ) of the Board positions be vacant and will be filled by elections.
(a)Where an election is held, the vote shall be by secret ballot.
(b) There will be no voting by proxy.
(c) Each member of the Association may cast only one (1) vote for each candidate and may only cast an aggregate number of votes equal to or less than the total number of vacancies on the Board.
(d) Candidates receiving the highest number of votes will be declared elected. In case of a tie vote for the final position, there shall be a second vote involving only the tied candidates.
7.5. Resignations, Removal and Vacancies
(a) A Director ceases to be a Board member and his/her position shall be automatically vacated:
i. if a Director resigns his/her office by submitting a written resignation to the Secretary of the Association;
ii. if a Director fails to attend, without just cause, three (3) consecutive Board meetings;
iii. if a Director is found to have become of unsound mind;
iv. if at a meeting of the Board of Directors called for such purpose, a two-thirds (2/3) majority of the Board members present votes for a resolution that he or she be removed from office;
v. if a Director becomes bankrupt, suspends payment or compounds with his creditors;
vi. on the death of the Director.
(b) If any vacancy shall occur for any reason in this paragraph, the Board ofDirectors may by majority vote, fill the vacancy.
7.6. Conflict of Interest
(a) A Director shall not accept employment with the Association, without resigning or taking a leave of absence from the Board.
(b ) Family members of a Director may seek and accept employment with the Association. The applicant will be required to observe the normal competition process. Should any undue pressure be exerted by a Director on behalf of his/her family member on any of the interviewing and selection committee members or on any staff member, the applicant’s application will be nulled. Furthermore, the Board member must declare a conflict of interest and leave the discussion when dealing with the employ of the applicant.
7.7. Board Meetings and Quorum
(a). The Board shall meet at any time and place to be determined by the Directors, provided that seven (7) clear days notice of such meeting be made available to each director. No formal notice shall be necessary if all the directors are present at the meeting or waive notice thereof in writing. No error or omission in giving notice of any meeting of the Board of Directors of the Association shall invalidate such meeting or make void any proceedings taken thereat, and any director may at any time waive notice of any such meeting and may ratify, approve and confirm all proceedings taken or had thereat. The President or any two (2) Directors shall have the power to call a meeting of directors, subject always to the prior notice as herein before provided.
(b) The Board may appoint a day or days in any month for regular meetings at an hour to be named and of such regular meetings no notice need be sent.
(c) The Board will meet at least four (4) times a year.
(d) Board meetings may be closed to the public
(e) The public may request and shall be, given a copy of the agenda. Any member of the public may request to may request to speak at a Board meeting or to place an item on the agenda for consideration by notifying the President and supplying the relevant information.
(f) A quorum for Board meetings is one half (1/2) of the voting members.
(g) A formal vote may be requested by any member on any issue under discussion and the vote shall be decided by a simple majority. In the case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote.
7.8. Board Financial Operations
(a) The Directors shall not be entitled to receive remuneration for their services. Directors shall, however, be entitled to reimbursement of expenses incurred in the fulfillment of their duties as directors.
(b) The Board may appoint such agents as it shall deem necessary from time to time, and such persons shall have such authority, perform such duties and receive compensation as shall be determined by the Board at the time of such appointment.
(c) The Board shall take such steps as it may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Association.
(d) The Directors 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 hereinafter provided, generally may exercise any such other powers and do all such other acts and things as the Association is by its character or otherwise authorized to exercise and do.
(e) The Directors shall have power to authorize expenditures on behalf of the Association from time to time and may delegate by resolution to an officer or officers of the Association. The Directors shall have the power to make expenditures for the purpose of furthering the objectives of the Association. The Directors shall have the power to enter into a trust arrangement with a trust company. For the purpose of having such company administer the investments or other holdings of the Association and under such trust agreement the capital and interest may be made available for the benefit of promoting, the objectives of the Association in accordance with such terms, as the Board may determine.
Each Director shall be deemed to have assumed office with the express understanding, agreement and condition that every Board member of the Association and his or her heirs, executors, administrators and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against all costs, charges and expenses whatsoever, which such Board member sustains or incurs in or about any action, suit or procure which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made and done or permitted by him or her in or about the execution of his or her office and also from and against all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs of the Association.
ORGANIZATION OF THE BOARD
8.1 The voting members of the Board shall consist of the Executive Committee and the Directors-at-Large.
8.2 Executive Committee of the Board
(a).The Executive Committee shall be comprised of the President, no more than two (2) Vice-Presidents, Secretary and Treasurer. The Executive Committee shall, during intervals between meetings of the Board, possess and exercise, the powers of the Board in the conduct of the business of the Association subject to any regulations or limitations imposed by the Board or by law.
(b). Meetings of the Executive Committee may be held at any time and place to be determined by the member of the Executive Committee provided that forty-eight (48) hours notice of such meeting shall be made available to each member by phone or in writing. Two (2) of the five (5) members of the Executive Committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Executive Committee shall invalidate such meeting or make void any proceedings taken there and any member of the Executive Committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The proceedings and decisions taken at any such meeting shall be reported at the next regular Board meeting.
(c) The members of the Executive Committee shall be elected from among the Directors at the first Board meeting after the Annual General Meeting of the Association. The position o f President must be held by a member with a minimum of one (1) term prior experience on the Board of the Association.
(d) The officers of the Association, namely the President, Vice President(s), Secretary and Treasurer, shall hold office for
one (l) year or until their successors are elected or appointed in their stead. An officer may serve more than one (I) term provided he or she remains a member of the Board of Directors.
(e) The duties of the President shall be to:
• act as official spokesperson of the Association,
• preside at all Board and executive meetings,
• prepare the agenda for all Board and executive meetings,
• act as an ex-officio member of all Board committees
• act for the Executive Committee between executive meetings, subject to approval at the next Executive Committee or Board meeting,
• generally exercise such authority as is usually associated with the office, and
• ensure that all orders and resolutions of the Board are carried into effect.
(f) The duties of the Vice-President shall be to:
• assume the duties and powers of the President upon the President’s request, absence or disability , and
• assist the President in carrying out his or her duties.
(g) The duties of the Secretary shall be to:
• record the minutes of all Board and executive meetings,
• ensure the maintenance of Board files of the minutes and correspondence,
• ensure notice is given of all Board and executive meetings,
• ensure the preparation of an orientation package for newly elected Board members, and act as custodian of the seal of the Association, which shall be delivered only when authorized by a resolution of the Board to do so and to such other person or persons as may be needed in the resolution.
(h) The duties of the Treasurer shall be to:
• give a report on the current financial status of the Association at Board and executive meetings,
• present a complete, audited accounting, of all receipts and disbursements for the previous fiscal year at the Annual General meeting,
• chair the Finance Advisory Committee of the Board, and
• maintain liaison with personnel, such as auditors, bookkeepers or both whose term of reference shall be approved by the Board.
8.3. Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two (2) of the President, Vice-President(s), Treasurer, Secretary and any personnel given this responsibility by vote of the Board of Directors and all contracts, documents and instruments in writing so signed shall be binding upon the
Association without any further authorization or formality .The Directors shall have power to from time to time by resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing. The Directors may give the Association’s power of attorney to any chartered bank, trust company or registered dealer in securities or any other person as determined by the Board for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Association. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid by an officer.
8.4 Officers of the Association shall also be responsible for any additional duties designated by the Board of Directors.
8.5 Any officer may be removed by a resolution passed by a 70% majority at any meeting of the Board where at least 75% of the Directors are present.
9.1 The Board may set up standing and ad hoc committees, hereinafter referred to as Advisory Committees, made up of interested persons from the general public who are residents of the City of Ottawa, to investigate or deal with specific matters. Members of Advisory Committees need not be members of the Association but at least one member of each Advisory Committee shall be a member of the Board of Directors. Members of Advisory Committees who are not members of the Association have no right to vote at any meeting of members of the Association.
9.2 The Board will determine the type of Advisory Committees required. The Board shall reserve the right to terminate an Advisory Committee at any time. Each committee will have an optimal size and terms of reference, which will be established by consensus of its committee members and approved by the Board. Advisory Committee meetings will be open to the public.
10.1 The Annual General meeting, of the Association will be held annually at the head office of the Association or at such other place as the Board of Directors may determine.
10.2 At every Annual General meeting of members, in addition to any other business that may be transacted the report of the Directors summarizing the Association’s activities for the year, the financial statements including the report of the Association’s auditors, and the appointment of auditors for the ensuing year be transacted. The members may consider and transact any business at any meeting of the members.
10.3 The Board shall have the power to call, at any time, a general meeting of the members of the Association.
10.4 Notice of the Annual General meeting or any other general meeting shall be announced by posting a notice in such places and in such media as determined by the Board at least four (4) weeks before the meeting. Directors of the Association must be given written notice.
10.5 Quorum at any general meeting will consist of not less than (10) members of the Association.
10.6 At all meetings of the members, every proposal shall be decided by a majority of the votes cast on that proposal. In case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote.
11. Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall begin April 1st and end March 31st of the following year.
AMENDMENTS OF THE CONSTITUTION
12. The Constitution of the Association may be amended by two-thirds (2/3) majority of the vote at the Annual General meeting or at a special general meeting called for the purpose of amending the Constitution, provided that at least two (2) weeks written notice of the meeting and of the motion has been posted in such places and in such media as determined by the Board.
13. The members shall, at each annual meeting of members appoint an auditor to audit the accounts of the Association. Such auditor shall hold office until the next Annual General Meeting, provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
BOOKS AND RECORDS
14. The Directors shall ensure that all necessary books and records of the Association required by the by-laws of the Association or by an applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
15. The Board of Directors may prescribe such rules and regulations consistent with this Constitution relating to the management and operation of the Association as it deems expedient provided that such rules and regulations have force and effect only until the next Annual General meeting, of the members of the Association when they shall be confirmed, and failing such confirmation at the annual meeting of members, shall at and from that time cease to have any force and effect.
16. In this Constitution and in all by-laws of the Association hereafter passed, unless the context otherwise requires, words importing the singular number shall include the plural number and words importing the masculine gender shall include the feminine gender, as the case may be, and vice versa, and references to persons shall include corporations.
[Original PPRA Constitution, signed March 28, 1998; latest revisions agreed to at Annual General Meeting, November 8, 2006; Annual General Meeting, November 14, 2007]