Constitution




SHREWSBURY COMMUNITY ASSOCIATION
CONSTITUTION

Ratified on June 27th 2012

I.  In these by-laws:
a)  Association means Shrewsbury Community Association
b)  A Special Resolution means a resolution passed by a majority of such  members entitled to vote as are present in person at an Association meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

Membership
1.  Those to whom the Board is ultimately accountable shall be the members of the Association.  This will include a minimum of three (3) Board Members of the Association.
2.  Every member of the Community shall be entitled to attend any meeting of the Association and to vote at any meeting of the Association if of legal age, eighteen (18) years of age, and to hold office.
3.  Every taxpaying resident of Shrewsbury is eligible for membership in this  Association.
4.  Memberships shall be available to members of the families of taxpayers, where the ages of said person are eighteen (18) years and older.
5.  Memberships shall be open to leaseholders and renters who display an interest in the community of Shrewsbury.
6.  Membership in the Association shall not be transferable.
7.  No formal admission to membership shall be required and, the entry of the name and address of any qualified individual, shall recognize membership in the Association.
8.  Membership in the Association shall cease upon the death of a member, or if by notice in writing to the Association, he/she resigns his/her membership, or if he/she ceases to qualify for membership in accordance with these by-laws.

Fiscal Year
1.  The fiscal year of the Association shall be the period from January 1, to December 31, of each year.

Association Meetings
1.  An annual general meeting (AGM) of the Association shall be held within three months after the end of each fiscal year of the Association.
2.  Seven (7) days’ notice to members is required for an ordinary association or special meeting of the members.  The notice must specify the date, place and time of the meeting and in the case of special business, the nature of such business shall be given to the members.  Such notice is to be given to the members by means deemed by the Board to be effective.  This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail and/or other electronic means.  The non-receipt of any notice by any member shall not invalidate the proceedings at any association meeting.
3.  One months’ notice is required for an annual general meeting (AGM).  The notice must specify the date, place and time of the meeting and, in the case of special business, the nature of such business shall be given to the members.  Such notice is to be given to the members by means deemed by the Board to be effective.  This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail and/or other electronic means.  The non-receipt of any notice by any member shall not invalidate the proceedings at any annual general meeting (AGM).
At the annual general meeting (AGM) of the Association the following items of business shall be dealt with and shall be deemed ordinary business:
a)  Minutes of the previous annual general meeting
b)  Consideration of the annual report of the Board
c)  The annual financial report of the Association, if required by these by-laws, will be given by the accountant/auditor, and the appointment of auditors for the ensuing year.
d)  Election of Board and, if required by these by-laws, election of officers
e)  Special Resolutions about changes in by-laws (if any)
All other types of business transacted at an ordinary general, annual general or special general meeting of the members shall be deemed special business.
4.  No business shall be transacted at any meeting of the Association unless a quorum of members is present at the commencement of business and such quorum shall consist of a minimum of 20 members..
5.  If, within one-half hour from the time appointed for a General Association meeting, a quorum of association members is not present, the meeting shall be dissolved and shall stand adjourned to such time and place as a majority of the members then present shall direct.  At such adjourned meetings the members present shall constitute quorum only for the purpose of winding up the Association Meeting.
6.  The President, or in his/her absence, the Vice-President, or in the absence of both of them, any member appointed from among those Board members present, shall preside as President at the Association meetings.
7.  The President may, with the consent of the meeting, adjourn any meeting from time to time and from place-to-place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
8.  At any meeting, unless a poll is demanded by at least three members, a declaration by the President that a resolution has been carried and the entry in the minutes shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.  If a poll is demanded it shall be held by show of hands as the President may prescribe and the result of such poll shall be deemed to be the resolution of the Association.

The Board
1.  Unless otherwise determined by special resolution, the number of Board members shall not be less than three (3) or more than ten (10).  The minimum of three (3) Board members shall be the first Board of the Association.
2.  Any member of the Association of legal age shall be eligible to be elected as a Board member.
3.  Board members shall be elected by Association members at annual general meetings of the Association
4.  At the annual general meeting of the Association, the Board shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected.  Retiring Board members shall be eligible for re-election.
4.  In the event that a Board member resigns his/her office or ceases to be a member in the Association, whereupon his/her office as a Board member shall be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board from among the members of the Association.
5.  The Association may, by special resolution, remove any Board member before the expiration of the period of office and elect another person in his/her stead.  The person so elected shall hold office during such time only as the Board member in whose place he/she is elected would have held office if he/she had not been removed.
6. The Association may, by special resolution, elect Board members so long as membership does not exceed (10).
7.  Board members who have, or could reasonably be perceived to have, a conflict of interest with respect to the affairs of the Association, have a duty to declare this interest.  Such a declaration is to be made to the members upon nomination or, if serving as a Board member, when the possibility of a conflict is realized.
A conflict of interest does not preclude a Board member from serving as a Board member provided that he/she withdraws from decision making on matters pertaining to that interest and that such withdrawal is duly recorded.
8.  Board members are not entitled to remuneration for service but may be reimbursed for reasonable expenses incurred in the conduct of their duties.  Such expenses may be specified in advance by the Board.
9.  The responsibility for the management of the activities of the Association shall be vested in the Board members who, in addition to the authorities and responsibilities outlined by these by-laws or otherwise expressly conferred upon them, may exercise, within the limits of the law, all powers as may be required by the Association to achieve its purposes.  In particular, the Board members shall have power to set new policies and/or revise by-laws to achieve a specific purpose, provided these resolutions are supported via a majority Association vote.  These policies shall guide the management of the Association, engage staff, and to determine his/her/their duties, responsibilities and remuneration.  The Board may appoint an executive committee and other committees consisting of Board members and/or other such persons they may determine are required.

Board Meetings
1.  Meetings of the Board members shall be held as often as the business of the Association may require but not less than quarterly.  A meeting of Board members may be held at the close of every ordinary or annual general meeting of members of the Association without notice.  Special board meetings may be called by the Board members.  If notice is required it shall specify the time and place thereof and shall be given either orally or in writing to each Board member within a reasonable time before the meeting is to take place.  Non-receipt of such notice by any Board member shall not invalidate the proceedings at any meeting of the Board.
2.  No business shall be transacted at any meeting of the Board members unless a majority of the Board members are present at the commencement of such business.
3.  The President or, in his/her absence, the Vice-President or, in the absence of both of them, any Board member elected from among those Board members present shall preside as President at meetings of the Board.
4.  At a Board members meeting, the President shall have a vote.  In the case of an equality of votes, the motion shall be put on hold and brought to the Association members at the next General Meeting.

Voting
1. For election of Board members and Officers, and, for decisions on “Important Matters”, voting shall be conducted by secret ballot.
2. “Important Matters” can be determined at Association meetings by a show of hands.
3. All other Resolutions will be passed by a majority of members’ show of hands.
4.  Every member shall have one vote and there shall be no proxy voting.

Board Members
1.  The Board members of the Association shall include a President, a Vice-President, a Secretary and a Treasurer.
2.  Association members must elect the President.
3.  The President shall be responsible for the effectiveness of the Board Meetings and shall perform such other duties as may be assigned to her/him by the Board from time to time.
4.  Association members must elect a Vice-President.  The Vice-President shall perform the duties of the President during the absence, illness or incapacity of the President, or during such period the President may request him/her to do so.
5.  Association members must elect a Secretary.  The Secretary of the Association shall be responsible for the minutes of the Association meetings and Board meetings, and shall perform such other duties as may be assigned to him/her by the members (or);  The Board may also appoint a Recording Secretary who is not a member of the Board, for the purpose of taking minutes.
The minutes of all the meetings of the Association and other legal books and records of the Board shall also be the responsibility of the Secretary.
6.  Association members must elect a Treasurer.  The Treasurer of the Association shall be responsible for keeping financial records and overseeing financial management practices, insuring that the Board members understand the financial situation of the Association and may carry out other such duties as the Board may assign.

Audit of Accounts
1.  The Board members are responsible for insuring that Association members receive annually a written report on the financial position of the Association.  This statement shall be in the form of a balance sheet showing the particulars of its liabilities and assets, and a statement of its income and expenditures for the past year.  A copy of the financial report, as a true and fair account of the Association’s financial affairs, shall be signed by the auditor and shall be filed with the Receiver General each year as required by law.
2.  An auditor for the Association may be appointed annually by the members of the Association at the annual general meeting and, on the failure of the members to appoint an auditor, the Board members may do so.

Miscellaneous
1.  The Association has power to repeal or amend any of these by-laws by a special resolution passed by the Association members, subject to the approval of the Canada Revenue Agency.
2.  The Association shall file with the Receiver General, with its Annual Financial Statement, a list of its Board members with their addresses, occupations, and dates of appointment or election, and, within fourteen (14) days of a change of Board members, notify the Registrar of the change.
3.  The Association shall file with the Receiver General a copy in duplicate of every special resolution within fourteen (14) days after the resolution is passed.
4.  If the Association has a seal it shall be in the custody of the Secretary and may be affixed to any document upon a resolution of the Board.
5.  The annual financial statements and minutes of membership and Board meetings may be inspected by any member with one week’s notice at the registered office of the Association.  All other books and records of the Association may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Association.
6.  Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by the President or the Vice-President and the Secretary, or other board member, as prescribed by a resolution of the Board.
7.  The Board shall insure that the Association’s assets are protected against damage and loss, and, if it is determined that considerable risk is involved, the Board members themselves are adequately protected against liability resulting from a legal action, suit or proceedings in respect to the execution of the Association's mission.
8. Research information obtained by Shrewsbury Community Association Board must be passed by a majority at a general community meeting before final action can take place.
9. Guest speakers must be approved by the majority of all the Board members present prior to the start of a general meeting.