BY-LAW No.1

A BY-LAW RELATING GENERALLY TO
THE TRANSACTION OF THE AFFAIRS OF
CABBAGETOWN SOUTH ASSOCIATION

(last revision ratified on September 12, 2012 at a Special Membership Meeting)

1.      Definitions

1.1. Cabbagetown South is incorporated under the name Cabbagetown South Association (herein after referred to as the Corporation or as "Cabbagetown South").

1.2.  The "Cabbagetown South area" means that area in the City of Toronto bounded by Shuter Street on the south, Parliament Street on the east, Sherbourne Street on the west, and Carlton Street on the north.

1.3.  The Head Office of the Corporation shall be in the City of Toronto in the Province of Ontario, and at such a place therein as the directors may from time to time determine.

1.4.  The Act means the Ontario Corporations Act.

2.      Purpose of Cabbagetown South

2.1.  To promote measures which enhance the beauty, safety, and environmental and economic viability of the Cabbagetown South area.

2.2.  To promote the general quality of residential and economic life in and around the Cabbagetown South area.

2.3.  To promote a sense of community within the Cabbagetown South area that respects the diversity of people in the Cabbagetown South area.

2.4.  To undertake or support projects requiring or benefiting from community support which are intended to advance the above objectives.

2.5.  To oppose measures which diminish the above.

3.      Membership

3.1.  Eligibility for Membership

3.1.1. All persons who live in the Cabbagetown South area who support the defined purpose of Cabbagetown South and are eighteen years of age or over are eligible for voting membership in Cabbagetown South.

3.1.2.  Businesses and organizations that operate in the Cabbagetown South area and support the defined purpose of Cabbagetown South, residents under the age of eighteen years, and individuals from outside of the Cabbagetown South area who support the defined purpose of Cabbagetown South shall be eligible for non-voting membership in Cabbagetown South.

3.1.3. Members in good standing are those persons who are eligible for membership and who have paid annual membership dues.

3.1.4.  At the discretion of the Board of Directors, honourary membership may be granted to select persons or representatives of groups. Such honourary membership shall be non-voting, without membership dues, and continue at the pleasure of the Board.

3.2. Membership Dues

3.2.1.  Membership dues shall be determined from time to time by the Board of Directors, but must be nominal. They are intended only to define accountability, not to be a significant source of revenue.

3.2.2.  Application for membership can be made at any time. The term of membership shall be twelve months commencing with the receipt of payment of dues. Membership renewal is due on the anniversary date, excepting honourary members whose term is at the discretion of the Board. Any grace period is at the discretion of the Board.

3.3. Rights of Membership

3.3.1. All members have the right to attend and speak at meetings of Cabbagetown South, subject to the discipline of the chair of the meeting.

3.3.2.  All members in good standing are entitled to be notified of all membership meetings and other public meetings of Cabbagetown South on a best-efforts basis, to receive any publications of Cabbagetown South, and to have access to the restricted members-only area of the Cabbagetown South web site.

3.3.3. Voting members are entitled to vote at Annual General Meetings and special membership meetings, with the restriction that to vote a member must either have been a member in good standing for a minimum of twenty-eight (28) days prior to the vote, or have been a member in good standing during the previous calendar year as well as currently.

4.      Membership Meetings

4.1.  There shall be an Annual General Meeting within three (3) months after the start of the fiscal year, at which time, in addition to any other business that may be transacted, the members of Cabbagetown South shall receive Annual Reports from the President and Treasurer, and elect a Board of Directors.

4.2.  Special membership meetings may be held as deemed necessary by the Board of Directors, or upon written request of at least nine (9) voting members, with appropriate notice to the members in good standing. The Board must call a special membership meeting to be held within one (1) month of receiving such a request.

4.3.  Quorum for a general membership meeting shall be at least nine (9) eligible voting members of Cabbagetown South.

4.4.  Every voting member meeting the minimum time requirement of section 3.3.3 and attending a membership meeting shall be entitled to one vote on each issue brought before the meeting.

4.5.  A majority of all eligible voting members present and voting at the Annual General Meeting or a special membership meeting duly called with appropriate notice shall be sufficient for all votes except for amendments to the bylaws. In the event of a tie, the members of the Board of Directors present shall vote to resolve the tie. In the event of a tie among the Board members present, only, the deciding vote shall be cast by the first member in the following list who is present: President, Vice-President, Treasurer, Secretary, Moderator, chair of the meeting.

4.5.  Decisions reached at a duly constituted membership meeting are binding on the Board of Directors.

5.      Board of Directors

5.1.  Cabbagetown South shall be governed by a Board of Directors elected by eligible voting members at an electoral membership meeting (normally the Annual General Meeting).

5.2.  The purpose of the Board of Directors

5.2.1. The Board of Directors shall decide policy on behalf of Cabbagetown South, and issue any communications regarding such policy.

5.2.2. The Board of Directors shall communicate information to members of Cabbagetown South respecting matters of concern to the Cabbagetown South area.

5.2.3. The Board of Directors shall represent Cabbagetown South at all levels of government for the purpose of influencing political actions and service delivery affecting the Cabbagetown South area.

5.2.4.The Board of Directors shall represent Cabbagetown South with private sector and broader public sector organizations for the purpose of influencing economic, environmental and social actions affecting the Cabbagetown South area.

5.3.  The Board of Directors shall have an odd number of members, being not less than five (5) and not more than nine (9). The number shall be determined at the Annual General Meeting.

5.4. The members of the Board of Directors shall elect from amongst themselves a Vice-President, Secretary, Treasurer, Moderator, and such other offices as the Board deems appropriate. One person may hold more than one office provided that the President may not also be the Vice-President, Secretary, or Treasurer. The Immediate Past President shall be an ex officio non-voting member of the Board.

5.4.1. The President shall be the official spokesperson for Cabbagetown South.

5.4.2. The Treasurer shall maintain the monies and financial records for Cabbagetown South.

5.4.3. The Vice-President shall assist the President, and take over for the President temporarily when the President is unavailable or for the remainder of the term if the President resigns.

5.4.4. The Secretary shall maintain the written records of Cabbagetown South, and be responsible for the routine correspondence of Cabbagetown South. The Secretary shall ensure that minutes are taken at Board meetings and membership meetings.

5.4.5. The Moderator shall be responsible for conducting the meetings of Cabbagetown South, including arranging venues, and maintaining order in the meetings.

5.5.  Membership Requirements for the Board of Directors

5.5.1. Each director must be (or immediately become) a voting member of Cabbagetown South in good standing and shall maintain membership throughout his or her term.

5.5.2. No elected representative to any level of government or to a Board of Education shall be eligible for election to the Board of Directors.

5.5.3. A director who ceases to live in the Cabbagetown South area shall cease to be a director of Cabbagetown South.

5.5.4. A director who is absent from three (3) consecutive meetings of the Board of Directors without reasonable cause will be deemed to have resigned from the Board of Directors.

5.5.5. The eligible voting members of Cabbagetown South may remove a director by a resolution passed by at least two-thirds (2/3) of the votes cast at a special membership meeting called for that purpose and for which at least thirty days notice has been given. No director shall be subject to recall more than once during any term of the Board.

5.6.  Election of the Board of Directors

5.6.1. Directors shall be elected for a term of one year.

5.6.2. The eligible voting members of Cabbagetown South present at the Annual General Meeting shall decide the size of the Board of Directors for the following year before nominations are opened.

5.6.3. The eligible voting members present at the electoral membership meeting shall first directly elect a President, then in a single vote elect the remainder of the Board. On the ballot for the remainder of the Board, each eligible voting member may vote for as many candidates as would be required to complete the agreed-upon size of the Board. That number of candidates receiving the largest number of votes will comprise the remainder of the Board.

5.6.4. The newly elected Board of Directors will take office immediately following the adjournment of the Annual General Meeting.

5.7.  As soon as practical following the election, the Board of Directors shall meet to elect officers.

5.8.  The Board of Directors shall have the power to fill vacancies on the Board which occur between Annual General Meetings by appointment, provided that there is at all times a majority of the established number of directors able to act to fill the vacancies. If a majority of the established number of directors is no longer available, an electoral membership meeting shall be called for the purpose of electing replacements, with appropriate notice.

5.9.  No quorum shall be required of the Board of Directors in order to hold any meeting, but any decision made on behalf of Cabbagetown South must be agreed on by a majority of the number of directors decided at the Annual General Meeting.

5.10. The Board of Directors must meet at least six (6) times a year. All meetings of the Board are open to all members of Cabbagetown South, who may speak but not vote. However, notice of a Board meeting is only required to be given to Board members.

6.      Public Meetings

6.1.  Cabbagetown South will hold regularly scheduled public meetings, for the purpose of discussing issues affecting the Cabbagetown South area and members.

6.2.  The Board of Directors will decide the frequency, schedule and agenda for all public meetings of Cabbagetown South.

6.3. Anyone who attends a public meeting may speak on any issue before the meeting, subject to the discipline of the chair of the meeting. Only the Board of Directors can decide upon any course of action or declare any policy on behalf of Cabbagetown South. Non-binding polls of members present may be taken to assist the Board in making decisions.

7.      Notice

7.1.  Notice of a membership meeting shall be given to members in good standing at least ten (10) days in advance of the meeting.

7.2.  Notice of a meeting of the Board of Directors shall be given to the directors at least five (5) days in advance of the meeting. Notice is not required if all directors agree to waive the requirement to receive notice.

7.3.  Notice of a public meeting shall be given to members in good standing at least five (5) days in advance of the meeting. Notice of a public meeting to the wider community is strongly recommended, but without any guarantee or minimum time requirement.

7.4. Notice pursuant to sections 7.1, 7.2, and 7.3 shall be sufficient if sent by e-mail or posted on the Cabbagetown South web site.

7.5.  Any notice required to be given under the Act, the letters patent, the by-laws or otherwise by a member, director or officer shall be deemed to have been given if delivered personally to the person to whom it is to be given or delivered to the person's address as recorded in Cabbagetown South's records by any means of prepaid transmittal, delivery or recorded communication, including but not limited to ordinary prepaid postal mail, voice mail, e-mail and fax.

7.6.  A notice shall be deemed to have been given when it is delivered personally or to the person's address, or three (3) days after it was mailed or transmitted.

8.      Communications

8.1.  Official statements or other communications declaring the policies or positions of Cabbagetown South shall be made only by the President, or in emergency circumstances when the President is unavailable, the Vice-President.

8.2.  Cabbagetown South may publish a web site, newsletters, and other print material such as bulletins, flyers, and posters, subject to approval by the Board of Directors. At a minimum, any newsletters must be delivered to each member in good standing. The extent of further dissemination of such material is at the discretion of the Board of Directors.

9.      Finances

9.1.  The fiscal year shall be the calendar year (January 1 to December 31).

9.2.  The signing officers for Cabbagetown South shall be the President, Vice-President and Treasurer, and any other member of the Board who may be appointed by the Board of Directors from time to time. All cheques drawn upon the Cabbagetown South accounts must be signed by two (2) signing officers, at least one of which must be either the President or the Treasurer.

9.3.  The Treasurer shall keep financial records available for inspection upon request by any member of the Board of Directors.

10.      Committees

10.1.  The Board of Directors shall have the power to appoint Standing or Special Committees. Members of the Committees need not be directors.

10.2.  The Committees shall continue in existence until terminated by the Board of Directors.

10.3. Committees may not communicate publicly in the name of Cabbagetown South without express written permission of the Board of Directors, and are accountable to the Board.

11.      General Policy

11.1.  Cabbagetown South shall not affiliate with any political party. However, Cabbagetown South may support any particular stand taken on any issue at any time by any organization, provided that at all times Cabbagetown South is acting to promote its objectives.

11.2. Only the Board of Directors can establish policy of Cabbagetown South, with the restriction that the Board is bound by decisions reached at duly constituted membership meetings. A major change in policy or a highly controversial issue should be referred to the voting membership in a membership meeting as defined in section 4.

11.3.  Cabbagetown South may send official representatives to other organizations and meetings. Such representatives do not have to be directors, but shall be appointed by the Board of Directors and must report back to the Board. When speaking in the name of Cabbagetown South, such representatives are bound to express only the positions approved by the Board of Directors.

12.      Amendments

12.1.  The by-laws of Cabbagetown South may be amended by a by-law enacted by a majority of the directors present and voting at a meeting of the Board of Directors and ratified by an affirmative vote of at least two thirds (2/3) of the eligible voting members present and voting at the Annual General Meeting or a special membership meeting duly called for the purpose of considering such by-law.

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