May 29, 1996
revised Oct.20, 1996
Article
1 Name
The organization described by these bylaws is called The Green’s Point Light Association Inc. or GPLA.
2 Jurisdiction
2.1 GPLA will function only in reference to the purpose of public education outlined here and for the benefit of the community.
2.2 GPLA will function within the boundaries of the Green’s Point Light site, and the surrounding coastal areas.
2.3 The community here refers to any nearby landowners, parents, students and educators that have an interest in this project.
3 Authority
A letter of understanding between the GPLA and the Canadian Coast Guard will facilitate activities required to fulfill these purposes, whereby the CCG will allow occupancy of the site by GPLA for the purposes outlined here.
4 Purpose
4.1 To maintain the Green’s Point Light as an educational facility, including structures and land access, for the use by the community and general public .
4.2 To provide the community and public with a multidisciplinary resource center for information on the local coastal and marine environment, its ecology, biology, environmental issues, local history and archeology.
4.3 For this purpose the GPLA will develop and house educational displays and reference material. GPLA will organize meetings, lectures and courses, and facilitate research.
( GPLA will provide storage space for environmental emergency gear and facilitate the instruction required for oil spill response, anti-litter campaigns, and other marine environmental emergencies. This is under discussion)
5 Duration
These by-laws will remain in force until the dissolution of the GPLA.
6 Status
This organization shall be non-profit, and in its aim for self-sufficiency, shall use any monies and revenues for the development and promotion of its objectives.
7 Membership
7.1 “Members” includes general membership and elected officials and will include individuals and organizations that represent an interest in the coastal and marine environment, its biology and ecology, and its history.
7.2 Membership will be open to all individuals and organizations which agree to support the aim of the GPLA.
7.3 The GPLA will seek to draw as wide a range of expertise to itself in order to achieve its stated purpose.
8 Organization
8.1 GPLA general membership will consist of all individuals as described in Article 7. An organization which seeks membership must provide, in writing, a Representative and Alternate, subject to acceptance from the Board.
8.2 The general membership will elect a Board at the Annual General Meeting from within its ranks.
8.3 Board members must agree with and support the aim of the GPLA as stated in Article 4
The Board will review reports and documents prepared by the Executive or any subcommittee, and or the general public and provide feedback and comments as required. The Board will consider all matters relating to the development of the purposes of the GPLA
8.4 The Immediate Past Chairperson will chair the nominating Committee and select any two Directors to assist in preparing the slate of officers for election at the AGM.
8.5 The Board will be elected by the general membership, the Board will in turn elect the officers of the Executive Committee from within its ranks. In the event of a midterm vacancy of any of the executive, or of the Board, the Board may select a new Director or Executive at any General Meeting.
8.6 The Executive Committee will be comprised of:
Chairperson
Vice-Chairperson
Secretary
Treasurer
Immediate Past Chairperson
(plus 2 members at large?)
8.7 The Executive will carry out the day to day activities and decisions, and oversee all aspects of GPLA activities, and report to the Board and general membership.
The Executive may establish ad hoc working groups within GPLA in order to undertake special projects. Working groups will be chaired by a member of the Executive, unless otherwise decided by the Executive.
8.8 The Executive ( or Board) will oversee all aspects of the GPLA activities.
9 Duties of officers
9.1 The Chairperson is responsible for :
-planning, calling and chairing all meetings,
-guiding, directing and motivating the GPLA ,
-upholding and enforcing the bylaws,
-ensuring that activities uphold the educational purpose of GPLA,
-chairing the Hiring Committee and overseeing staff,
-ensuring expenditures and service contracts are properly tendered,
-overseeing preparation of reports and any necessary documentation,
-serving as chief signing officer,
-chairing the executive,
-representing GLA to the media and general public,
-executing GPLA activities within the boundaries of the stated purpose in the bylaws, as directed by the Executive Committee and the Board .
9.2 The Vice-Chairperson is responsible for:
-serving as Chairperson in that officer’s absence,
- serving as signing officer,
-assisting the Chairperson as required
9.3 The Secretary is responsible for:
-ensuring minutes of meetings and correspondence has been prepared and distributed in a timely manner,
-serving as a signing officer,
-serving as Chairperson in the absence of the Chairperson and vice chairperson,
-assisting the Chairperson as required.
9.4 The Treasurer is responsible for:
-ensuring that financial reports are accurate, current and supported by verifiable documentation,
- reporting to the Board on the state of accounts, and overseeing preparation of statements,
-serving as Chairperson in the absence of the Chairperson,Vicechairperson and Secretary,
-serving as signing officer,
-assisting the Chairperson as required,
-ensuring a proper annual Financial Statement is prepared.
10 Terms of office
10.1 The Interim Board will serve until a properly convened AGM election.
10.2 The elected Board and the Executive will serve two year terms.
10.2 Officers may be re-nominated and re-elected, even in consecutive terms.
11 Meetings
11.1 Members will meet a minimum of once yearly. During the course of the year, members will be kept informed by mail, e-mail or phone.
11.2 The Board shall meet quarterly.
11.3 The Executive will communicate monthly and meet quarterly.
11.4 The Executive will keep members informed, and request membership input via ad hoc newsletters, and an Annual Report presented at the AGM.
11.5 Special meetings will be called at the discretion of the Chairperson , or at the request of at least (6?) Directors of Board.
11.6 The Chairperson is responsible for planning, calling and chairing all meetings
11.7 The Chairperson will establish the agenda and issue this with a notice for the meeting to all Directors. Phone calls may be made in lieu of mailed notices.
11.8 Members wishing to have recommendations or other business included on the agenda should notify the Chairperson at least 30 days prior to a scheduled meeting.
11.9 The Chairperson shall establish the rules of order for meetings as:
-approval of last minutes,
-business arising from the minutes and action items,
-new business,
-financial report,
-project reports (optional)
11.10 A quorum at the Annual General Meeting is defined as a minimum of three Executives and 10 ?? individuals from the general membership.
11.11 A quorum at any Board of Directors meeting will be defined as a minimum of 8?? directors present.
11.12 A quorum at any Executive meeting is defined as a minimum of three Executives.
11.13 Decisions at any meeting will be reached by consensus. If this is not possible, then a simple majority will be valid.
11.14 Decisions can not contravene the original purposes of the GPLA.
11.15 In extraordinary cases , the Chairperson may choose to poll the Board or the Executive by phone or mail for their decision on matters(i.e. their vote) for which a meting need, or cannot be called. In this case, a transcript of phone calls must be filed for review.
11.16 A complete transcript of all meetings will be filed and available to all members in paper and electronic format.
12 Finances
12.1 GPLA’s fiscal year will be 12 months, beginning on April 1st, and ending on March 31 of the following year
12.2 All funds received through grants, contributions, donations, revenues, interest, or fund raising shall be deposited in their entirety to the credit of GPLA in accounts and financial institutions selected by the Directors.
12.3 Withdrawal of funds from the accounts shall require 2 signatures from those authorized in the Executive, one of which must be the Chairperson or Treasurer.
12.4 A complete monthly financial statement shall be presented to the executive at each monthly meeting. This may be done by mail if the monthly communication is by phone.
12.5 Within 30 days of the end of the fiscal year, the Executive will submit all its books to an accountant appointed by the Board for the purpose of an Annual Audit.
13 Indemnification
13.1 GPLA shall indemnify any officers or former Directors or any representatives or staff , against expenses incurred in connection with the defense of any action, suit or proceedings in which they are made parties by reason of having officially served the GPLA, except in relation to any action where negligence or misconduct is found in the performance of a duty.(????)
14 Records
All minutes of any meetings, and all regular books of accounts and other records shall be kept by the Chairperson at his/her residence, until such time that an office at the Green’s Point Light is established.
12 Conflict of Interest
12.1 All members having a direct financial interest in GPLA business shall declare it to the Board and the Executive and the Board shall determine appropriate action.
12.2 GPLA members, Directors, or Executives, cannot be recipients of direct financial benefits without prior approval from the Board.
13 Dissolution
13.1 GPLA shall be dissolved, if at a properly convened meeting, the entire Board (or membership??) reaches this consensus.
13.2 Amendments to the bylaws that are contrary to the original purpose of the GPLA, as expressed in the Application for Association, shall be grounds for dissolution.
14 Amendments
14.1 These by-laws can only be amended by the General membership at a properly convened meeting
14.2 Amendments can not be contrary to the original purpose of the GPLA, otherwise dissolution will ensue.
14.3 Public notice of motion to repeal, amend, add bylaws must be given at least 30 days prior to the date on which the motion is to e made. (or only at each AGM?) |
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