III - Membership Meeting and Elections
VIII - Contracts, Checks, Deposits and Funds
XII - Dissolution of a Chapter
XIII - Effective DateSection 1.01 - International Organization
The American Backflow Prevention Association, as Texas Not-for-profit corporation, (hereinafter identified a "the Association") is an international body which is organized into regions and local chapters.
The Ontario Chapter shall be organized under the authority of the Association as specified in 1.02 and shall be subordinate to and subject to the authority of the Association.
Section 1.02 - Ontario Chapter
The Ontario Chapter, American Backflow Prevention Association, Inc. (hereinafter identified as "the Chapter") shall be organized as a local chapter in accordance with Article IX of the Association's by-laws within the geographical boundary of the Province of Ontario. The Chapter shall be organized within Region 9 of the Association.
Section 1.03 - By-laws
These by-laws and all subsequent revisions thereto shall be consistent with the Articles of Incorporation and by-laws of the Association and shall be approved by the Association and its national council prior to adoption by the Chapter.
Section 1.04 - Incorporation
The Chapter shall be incorporated as a domestic, non-profit Corporation within the Province of Ontario.
Section 1.05 - Office
The address of the Chapter office is:
Ontario Backflow Prevention Association
P.O. Box 265, Campbellville
Ontario L0P 1B0
The agent at the above noted address is Claire Andrews. The Chapter may change the address and/or location of the office or appoint a new agent or both, in each case by resolution adopted by the Board of Directors.
Section 1.06 - Fiscal Year and Operating Year
The fiscal and operating year of the Chapter shall begin on the first day of January in each year.
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Section 2.01 - Qualifications
All candidates for membership and all memberships shall have a recognizable interest in the furtherance of the objectives of the Association and Chapter and shall carry on their business or profession in a fully ethical manner and in conformity with generally accepted principles of conduct. All Chapter members shall also be members in good standing of the Association.
Section 2.02 - Categories of Members
The Chapter membership shall consist of:
Individual Member:
A person who qualifies under Section 2.01 above, and who commits his/her allegiance to the Association and Chapter for a specified period of time.
Founding Member:
An organization or individual who has made an initial donation to the Association during its formation, separate from the normal dues, in an amount determined by the Board of Directors. Founding members shall have no additional rights or privileges over the individual membership and must retain annual Association membership to be so recognized. The Board of Directors may establish other categories of membership through the amendment of these by-laws, but not inconsistent with the categories of membership of the Association.
Section 2.03 - Dues and Fees
The Chapter may levy dues and fees upon the members in such amounts and for such periods as may be determined by resolution of the board of Directors, and resolution to be approved by the Chapter membership.
Dues and fees shall be payable at such times and by such methods of collection as the Board of Directors may prescribe. The Board of Directors may make regulations necessary to enforce the collection of such dues and fees including provisions for the termination of membership, upon reasonable notice, for nonpayment of such dues and fees, and for reinstatement of membership.
Section 2.04 - Termination and Transfer of Membership
The rights of members of the Chapter as not transferable and shall ceaseon termination of membership.
The Board of Directors may terminate the membership of any member whenever it is the judgment of the Board that the best interests of the Chapter will be served thereby. The Board of Directors may likewise recommend to the Association' Board of Directors the termination of that member from the Association. The member in question shall have the right to appear at a hearing before the Board of Directors before the said membership is terminated.
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Section 3.01 - Regular Meetings
The Chapter shall conduct a regular meeting of the membership at least once a year. At such meetings, such business as may properly be brought before the Chapter membership shall be transacted. Notice of regular meetings shall be given to all members, not less than five (5) days to ten (10) days, not greater than sixty (60) days before the time at which the meeting is to be held. Each such notice shall state the time, place and matters of special interest to be conducted.
Section 3.02 - Special Meetings
Special meetings shall be held at the call of the President, by the Vice President, by a majority of the Board of Directors or by 51% of the membership. Notices shall be as for regular meetings and shall contain the purpose for such meetings. No business other than that specified in the notice of meeting shall be transacted at any special meeting.
Section 3.03 - Conduct of Meetings
Each meeting shall be chaired by the President or in his/her absence, the Vice President.
Section 3.04 - Actions of the Membership
Any action requiring approval of the membership may be taken at a regular or special meeting or may be acted upon by mail ballot. To be considered approved, said action shall require a two thirds majority vote of the members voting on the issue. In the case of a mail election, all members shall receive a ballot for the action to be taken. The President shall tabulate the results of the balloting covered by this section.
Section 3.05 - Elections
Elections of At-Large Directors and Officers may be conducted at a regular or special meeting of the membership or by mail. At a membership meeting the Board of Directors shall appoint a member in good standing of the Chapter to serve as the official teller for the election. A mail election may be conducted in lieu of conducting the election at a membership meeting. In this case, all ballots shall be mailed to the Association' Regional Director for tabulation. In each case, in order for a candidate to be elected he/she must receive a simple majority of the votes cast for his particular office. Candidates for the election must be determined by a Nominating Committee appointed by the President. All members of the Nominating Committee must be members in good standing of the Chapter. The names of the candidates shall be mailed to all members at least thirty (30) days prior to an election conducted at a membership meeting.
Section 3.06 - Immediate Past President
The Immediate Past President shall assist the Vice President in the performance of his/her duties, shall chair meetings of the Chapter during the absence of the Vice President, and shall assume the office of the Vice
President in the event of his/her departure or incapacitation before completion of his/her term.
Section 3.07 - Parliamentary Authority
Robert's Rules of Order shall be the parliamentary authority on all matters not covered by these by-laws.
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Section 4.01 - Powers and Duties
The Board of Directors shall have the power and shall act to establish and/or change the policies for the conduct, management, and direction of the business of the Chapter, except those powers specifically reserved or granted by law or these by-laws to the members of the chapter, so long as such policies and direction do not conflict with the policies and direction of the Association, which determination shall be at the sole discretion of the Association' Board of directors. Powers and activities of the Board of Directors shall be consistent with the Articles of Incorporation, By-laws, and adopted resolutions of the Association and the Chapter.
Section 4.02 - Composition
The Board of Directors shall be composed of:
- Maximum 20 At-Large Directors
- The Officers of the Chapter
All of the above members shall be voting members of the Board of Directors.
Section 4.03 - Regular Meeting
The Board of Directors shall hold regular meetings a minimum of two times per operating year, with one of these meetings being held in conjunction with a Chapter membership meeting. All meetings of the Board of Directors shall be open to the Chapter membership. Such meetings shall be held at such place as the Board of Directors may designate within or outside the province of Ontario.
Section 4.04 - Special Meetings
Special meetings of the Board of Directors shall be held whenever called by the President, Vice President, or by a majority of the Directors. Written notice of each such meeting shall be given at least five (5) days but not more than twenty (20) days before the time such meeting is to be held. Each notice shall state the time, place and purpose of purposes of said meeting. No business other than that specified in the notice of meeting shall be transacted at any special meeting.
Section 4.05 - Quorum and Manner of Acting
A quorum shall be defined as five members of the Board of directors. A quorum shall be required for the Board of Directors to conduct a meeting. Each member of the Board of Directors shall be entitled to one vote. Any action by the Board of Directors requires a majority vote of a quorum to the Board members to be considered approved, except those actions which require approval by the membership as specified in these by-laws. The Directors shall act only as a Board and individual members of the Board of Directors shall have no power except that of an individual member of the Chapter.
Section 4.06 - Resignations
Any member of the Board of Directors may resign at any time by giving written notice to the Chapter President (or in the case of the President notice shall be given to the Vice President). Any such resignations shall take effect at the date of receipt of such notice or at such time specified in the notice. Unless specified therein, the acceptance of resignation shall not be necessary to make it effective.
Section 4.07 - Removal
Any member of the Board of Directors may be removed by the authority which elected or appointed said member, whenever it is the judgment of that authority that the best interest of the Chapter will be served thereby.
Section 4.08 - Vacancies in Office
If the President fails to complete a term of office, the Vice President shall become President. A new Vice President shall be elected by the Chapter membership to complete the term. If the Secretary or Treasurer or an At-Large Director fails to complete a term, the Board of Directors shall appoint a replacement to complete the term.
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Section 5.01 - Qualifications
Each At-Large Director of the Board of Directors shall be a member in good standing of the Association and Chapter.
Section 5.02 - Election
At-Large Directors shall be elected in the same manner and at the same time as the Officers of the Chapter, pursuant to Section 3.05.
Section 5.03 - Terms of Office
The terms of office for At-Large Directors shall be approximately two (2) years. There shall be no limit to the number of terms a Director may serve on the Board. Where only sufficient candidates are available for positions on the Board of Directors, be it as President, Vice President or Director, the Ontario Backflow Prevention Association Inc. may suspend the election rules and elect by acclamation.
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Section 6.01 - Designation of Officers
The Officers of the Chapter shall be a President, Vice President, Immediate Past President, Secretary and Treasurer (or Secretary-Treasurer). The Officers shall perform the functions designed by these by-laws, and such other functions as may be assigned by the Board of Directors.
Section 6.02 - President
The President under the Board's direction, shall have general supervision over the activities and operations of the Chapter. The President shall sign, execute and acknowledge, in the name of the Chapter, those instruments authorized by the Board of Directors. The President shall preside over all meetings of the Chapter and in general, shall perform all duties incident to the office of the President.
Section 6.03 - Vice President
The Vice President shall assist the President in the performance of his/her duties, shall chair meetings of the Chapter during the absence of the President, and shall assume the office of the President in the event of his/her departure or incapacitation before completion of his/her term.
Section 6.04 - Immediate Past President
The Immediate Past President shall assist the Vice President in the performance of his/her duties, shall chair meetings of the Chapter during the absence of the Vice President, and shall assume the office of the Vice President in the event of his/her departure or incapacitation before completion of his/her term.
Section 6.05 - Secretary
The Secretary shall properly maintain all records and reports of the Chapter as required by law and the Association. The Secretary shall have the responsibility for providing that notices required by these by-laws be issued, and shall prepare the minutes of all Chapter meetings and Board of Directors meetings. The Secretary, in general, shall perform all duties incident to the office of Secretary.
Section 6.06 - Treasurer
The Treasurer shall provide for the custody of the funds or other property of the Chapter and shall keep or see to the keeping of a separate book account of the same; shall collect and receive or provide for the collection and receipt of monies earned by or in any manner due to or received by the Chapter; and shall deposit or see to the deposit of all funds of the Chapter in such banks or other places of deposit as the Board of Directors may from time to time direct and designate. In addition, the Treasurer shall, whenever so required by the Board of Directors, render an account showing all transactions as Treasurer, and the financial condition of the Chapter, and in general, shall perform all duties incident to the office of the Treasurer.
Section 6.07 - Qualifications
Each Officer of the Chapter shall be a member in good standing of the Association and Chapter. The office of the Secretary and Treasurer may be held by one individual.
Section 6.08 - Election
Elections shall be held every two years commencing in 2002. The following Officers shall be elected by the Chapter membership no more than thirty (30) days prior to the end of the operating year; Vice President, Secretary, Treasurer (or Secretary-Treasurer) and Directors. The election shall be conducted at a regular or special meeting of the Chapter, or by a mail election, in the manner specified in Section 3.05.
Section 6.09 - Terms of Office
The terms of office for all Officers of the Chapter shall be approximately two (2) years, and shall begin on the first day of the operating year following the year in which the election was held.
Section 6.10 - Transition of Officers
At the time of each election, the Vice President shall assume the office of President and the President shall assume the office of Immediate Past President.
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Section 7.01 - Committees
From time to time, the President, with the concurrence of the Board of Directors, may appoint committees as the business of the Chapter may require, each of which shall hold office for such period, have such authority and perform such duties as the President may prescribe.
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Section 8.01 - Contracts
The Board of Directors may authorize any Officer or Officers, Agent or Agents of the Chapter, in addition to the Officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances.
Section 8.02 - Cheques, Drafts, etc.
All cheques, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such Officer or Officers, Agent or Agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors, or such instruments shall be signed by the Treasurer, and countersigned by the President or Vice President of the Chapter.
Section 8.03 - Deposits
All funds of the Chapter shall be deposited to the credit of the Chapter in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 8.04 - Gifts
The Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Chapter.
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Section 9.01 - Books and Records
The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Chapter may be inspected by any member, or his/her Agent or Attorney, for any proper purposes at any reasonable time.
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Section 10.01 Indemnification
To the extent not inconsistent with the law of the Province of Ontario, every person (and the heirs and personal representatives of such person) who is or was a Director or Officer of the Chapter shall be indemnified by the Chapter against all liability and reasonable expense that may be incurred by him/her in connection with or resulting from any claim, action suit or proceeding (a) if such Director or Officer is wholly successful with respect thereto or (b) if not wholly successful, then if such Director or Officer is determined to have acted in good faith, in what he/she reasonably believed to be the best interests of the Chapter and, in addition, with respect to any criminal action or proceeding, is determined to have had no reasonable cause to believe that the conduct was unlawful.
The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with our without court approval), conviction, plea of guilty or plea of nolo contendere (or its equivalent) shall not create a presumption that a Director or Officer did not meet the standards of conduct set forth in this section. As used in this Section, the terms "claim, action, suit or proceeding" shall include any claim, action, suit or proceeding and all appeals thereof (whether brought by or in the right of this Chapter, any other corporation or otherwise), civil, criminal, administrative or investigative, or threat thereof, in which a Director or Officer of the Chapter (or his/her heirs and personal representatives) may become involved, as a party or otherwise: by reason of his/her being or having been a Director or Officer of the Chapter or of any corporation which he/she served as such at the request of the Chapter, or by reason of his/her acting or having acted in any capacity in a partnership, association, trust or other organization or entity where he/she served as such at the request of the chapter, or by reason of any action taken or not taken by him/her in any such capacity, whether or not he/she continues in such capacity at the time such liability or expense shall have been incurred.
As used in this Section, the terms "liability" and "expense" shall include, but shall not be limited to, council fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, a Director or Officer.
As used in this Section, the term "wholly successful" shall mean:
- termination of any action, suit or proceeding against the person in question without any finding of liability or guilt against him/her.
- approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit or proceeding.
- the expiration of a reasonable period of time after the making of any claim or threat of an action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement.
Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit or proceeding) shall be entitled to indemnification: if special independent legal council, which may be regular council of the Chapter or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such council or person or persons being hereinafter called the "referee"), shall deliver to the Chapter written findings that such Director or Officer has met the standard of conduct set forth herein, and if the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he/she relies for indemnification. The Chapter shall, at the request of the referee, make available facts, opinions and other evidence in any way relevant to the referee's findings which are within the possession or control of the Chapter. The rights of indemnification provided in this Section shall be in addition to any rights to which any such Director or Officer may otherwise be entitled. Irrespective of the provisions of this Section, the Board of Directors may, at any time and from time to time, approve indemnification of Directors, Officers, employees or other persons to the full extent permitted by the law of the Province of Ontario, whether on account of past or future transactions.
Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Chapter (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of any undertaking by, or on behalf of, the recipient to repay such amount unless he/she is entitled to indemnification.
The Board of Directors is authorized and empowered to purchase insurance covering the Chapter's liabilities and obligations under this Section and insurance protecting the Chapter's Directors, Officers, members and employees.
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Section 11.01 - Amendment
These By-laws may be amended by the membership as specified in Section 3.04.
Section 11.02 - Procedure
Procedure for amendment of these By-laws shall be as follows:
The Board of Directors may propose amendments to the By-laws by resolution setting forth the proposed amendment and directing that it be submitted to the Association's Board of Directors for approval and then submitted for adoption by the member; or five (5) members may set forth a proposed amendment by petition to the Secretary and subsequently, after approval by the Association's Board of Directors, to the membership for an adoption vote.
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Section 12.01 - Dissolution of a Chapter
Chapters of the Association are established as set forth is Section 12.03 of the Association Bylaws. This Section establishes conditions and procedures under which a Chapter may dissolve.
Section 12.02 - Dissolution by the Association
Minimum requirement for a viable Chapter have been established in Section 12.03 of the Association Bylaw. In the event that a chapter does not meet the minimum requirements as established in Section 12.03, the Association may take actions to dissolve the Chapter as set forth in Section 12.04.1 of the Association Bylaws.
Section 12.03 - Dissolution by Chapter Members
Any current member, at their own expense, may generate a petition to dissolve the Chapter as set forth in Section 12.04.2 of the Association Bylaws.
Section 12.04 - Dispersement of Chapter Funds
In the event that any Chapter of the Association is dissolved then the assets of that Chapter shall be distributed by the Association in a manner that is consistent with Article II of the Association By-Laws and approved by the Association Board. It is the intent that the Chapter funds would be used within the local Region.
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Section 13.01 - Effective Date
(1) The Bylaws for the Ontario Chapter of the American Backflow Prevention Association were approved on February 7, 2006, by the Board of Directors of the Ontario Chapter to become effective on March 1, 2006, upon approval by the Association.
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