CONSTITUTION AND BY-LAWS
Passed at November 2022 AGM
ARTICLE 1. Title:
The name of this organization shall be “Thames Valley Trail Association Incorporated”. (Referred to as TVTA.)
ARTICLE 2. Aims, Objectives:
1) Develop and maintain a hiking trail in the Thames Valley with subsidiary trails where possible.
2) Publicize trails and promote hiking as a form of recreation and leisure both within and outside the association itself; develop a favorable attitude toward trails and hiking, and an appreciation of our natural environment.
3) This association shall be carried on without purpose of gain for its members and any profits or other accretions shall be used in promoting its objectives
ARTICLE 3. Membership:
1) The Association shall have two classes of members, known as
(a) association and (b) honorary members.
a. Association members: This class of membership shall be open to the general public and shall include existing life members.
b. Honorary members: This class of membership shall be awarded to those who have allowed the trail to pass through their property and shall last as long as the trail passes on said member’s land.
2) Fee structure: Annual dues shall be set by the board as set out in the Association By-Laws.
3) A member in good standing is a member who has paid the required annual dues and abides by the association’s Constitution and By-Laws
ARTICLE 4. Annual General Meeting (Referred to as AGM), Meetings, Notices:
1) There will be at least one scheduled general meeting of the membership during the fiscal
2) Members will be notified at least thirty days prior to the meeting of the time, place and purpose of the said meeting.
3) Additional meetings may be held at any time with a thirty-day notice and at the initiative of the board or one half of the membership.
4) AGM will require a quorum of 10% of the membership.
5) Motions shall be passed by a simple majority of members present. Individual members receive one vote; families receive two votes.
6) Meetings (face to face or electronic video) shall be conducted according to Robert’s Rules of Order except as otherwise provided in either our Articles or By-laws.
7) Only members in good standing with dues paid at least two weeks prior to the general meeting are eligible to vote at the meeting.
8) Ballot Voting: If a secrecy vote is desired the ballot can consist of a simple slip of paper on which the voting member can write their choice in a manner directed by the chair. If the balloting is in the same room as the meeting, the chair can appoint members to distribute, collect and count the ballots and report the vote.
ARTICLE 5. Electronic Virtual Meetings
1) Virtual board meetings or AGM are allowed: These meetings as with face to face meetings will conduct business according to the Constitution and By-laws and Article 4. The number of electronic virtual board meetings is left to the discretion of the Board of Directors.
2) All board Directors and membership participating must be able to communicate with each other and participate in all matters before the board or membership, including voting.
3) As with face-to-face meetings, a quorum of the board (By-law #6) or membership (Article 4. #4) must be present before voting of business can take place.
ARTICLE 6: Management:
Part 1- Finance
1) The Association shall be financed by membership fees, donations, and any other means consistent with its objectives.
2) In the event of the dissolution of the TVTA Inc. and after the payment of all debts and liabilities, all its remaining assets will be distributed by the board to one or more charitable organizations which carry on their work solely in Ontario and whose aims are in agreement with one or more of TVTA’s objectives.
3) Signing authority on the financial accounts and documents consists of the President, Treasurer and two additional board members elected by the board. A minimum of two signatures (preferably a President and Treasurer combination) is required. In the absence of the President or Treasurer, one of the other signing authorities can co-sign as required. Original documentation must be retained and supplied to the Treasurer for inclusion in the financial records.
Part 2 – Election of Board Members
1) Board members shall be elected at the AGM in each fiscal Year.
2) The board shall consist of a maximum of 16 voting members, including the Executive offices of President, Secretary and Treasurer.
3) A nominating committee of three persons shall be appointed to produce a slate of candidates prior to the AGM, proposed slate to be published in the newsletter. Other nominations for candidacy must be made in writing by a nominator and seconder. Nominations will be accepted from the floor during the meeting. The nominee must accept his/her nomination before it is allowed to stand. Each nominee shall have the opportunity to introduce themselves and briefly outline their qualifications prior to the vote being taken.
4) Term of office for the board of directors shall be two years. Any director may be re-elected for another two years with a maximum continuous time of six years on the board. Any directors on the board may continue to remain on the board for ONE extra year beyond their sixth year to complete the second year of the office held in the sixth year.
5) Vacancies on the board may be filled by appointment of the board until the next AGM.
This appointment is only valid until the next AGM where they can run to be elected. Appointees can vote on business matters of the board. When the vacancy is in the office of President the Vice President becomes President.
6) The board may form or dissolve committees on the advice of the membership or on its own initiative.
7) The board may replace a board member for just cause. All board members, excluding the director in question, must vote in person or by proxy. The decision to suspend must be made by at least 75% of the board members.
8) The board shall transact business on behalf of the Association.
9) If for any reason an AGM is not held at the assigned date the Directors shall continue in office until the meeting can be arranged.
ARTICLE 7. Protection of Directors:
No director of the association shall be liable for the acts, receipts, neglects, or defaults of any other director, or for joining in any receipts or other acts of conformity, or for any loss or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss, damage or misfortune whatever which shall happen in the execution in the duties of the office or in relation thereto unless the same shall happen through that person’s own dishonesty.
ARTICLE 8. Indemnity of Directors:
Every director of the Association and their heirs, executors and 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:
a) all costs, charges, and expenses whatsoever which such director sustains or incurs in or about any action, suit or proceeding which is brought, commenced, or prosecuted against the director, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by the director in or about the execution of the duties of the office.
b) all other costs, charges and expenses, as authorized by the board of directors, which the director sustains in or about or in relation to the affairs of the office, except such costs, charges or expenses as are occasioned by that person’s own willful neglect or default.
ARTICLE 9. Amendments to the Constitution:
As an exception to article 4, section 5, articles of this constitution and the by-laws may be changed, amended, or repealed by a 2/3 majority of the membership present at any AGM
of the Association membership at which a quorum (Article 4. #4) is met. Any motion to change the articles must be submitted in writing to the board prior to the September board meeting. This allows notification of the proposed changes to the general membership at least thirty days prior to the AGM. Modifications to only these proposed article changes can be approved at the AGM by an affirmative vote of at least two-thirds of those members in attendance.
ARTICLE 10. Interpretation:
In this Constitution and By-Laws of the TVTA Inc. hereafter passed, unless the context otherwise requires word importing the singular number or the feminine gender shall include the plural number or the masculine gender, as in the case may be, and vice-versa.
ARTICLE 11. Extraordinary Situations:
In any situation not specifically herein provided for, the procedure pertaining to a Corporation without share capital in Ontario shall apply insofar as they can be made to apply.