TVTA Constitution and By-Laws

CONSTITUTION AND BY-LAWS

Passed at 2023 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

year.

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 Chair, Treasurer and two additional board members elected by the board. A minimum of two signatures (preferably a Chair and Treasurer combination) is required. In the absence of the Chair 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 Chair, 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 no maximum number of terms.

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 Chair the Vice Chair becomes Chair.

6) The board Chair 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.

BY-LAWS

1) The board of directors will have a maximum of 16 voting members, minimally fulfilling the roles of Chair, Secretary and Treasurer and typically roles of Vice Chair, Publications Director, Membership Director, Trail Development Director, Trail Maintenance Director, Public Relations Director, Social Media Director, Activities Director and with other liaisons and directors to be named as required. Voting members may hold multiple positions or share positions between them. Should any of the board positions not be filled additional liaisons can be elected or appointed. The past Chair is an ex-officio director and may attend board meetings in a non-voting capacity to advise and counsel the board.

2) Members of the board must be current members of TVTA and may be invited to represent the Association at meetings, focus groups etc. of other organizations and will be expected to report to the board.

3) Membership of the Association will be of one-year duration as shown on the membership card. Renewal is due by the expiry date. No refunds will be issued.

4) Fee structures will be reviewed once a year by the board when setting the Annual budget. Any changes will be presented at the AGM.

5) The fiscal year will run from October 1 – September 30 with the AGM held by the end of the calendar year. The year-end financial statements will be checked and approved by the board prior to being presented at said meeting.

6) A quorum will be set at 50% plus one of the board members, for board meetings.

7) The Association will carry adequate liability insurance commensurate with its needs

with the waiver sheet used as a “sign-up” sheet for sanctioned activities.

8) All important documents, including contracts and club memorabilia will be listed and kept by the Chair of the TVTA, available upon request.

9) When members of the Association attend public meetings, they should make it clear if they are representing TVTA; and if so, it is expected they will provide a report to the board.

10) Expenses will be paid for official board activities, but there must be prior approval on a case-by-case basis. Travel expenses will usually be for mileage or ticket receipts. The regular expenses of the association are to be paid by the Treasurer in a timely manner. Emergency expenditure of funds that may arise between meetings must be approved by the Treasurer or Chair and the two other signing officers, and this must be reported to the board at the next meeting.

11) Within three months after the fiscal year end, registered charity information returns, government and other legal reports will be submitted to ensure the maintenance of TVTA’s charitable and corporate status.

12) Criteria will be set in the Guidebook for acquiring end-to-end badges.

13) All TVTA Come Hike and Walk With Us (Meet Up) Social media sites will have a leadership committee of at least 3 board members made up of the Chair, Activities Director and the Social Media Director, as long as the association supports these sites. 14) TVTA hike leaders must abide by the Constitution, By Laws and set policies of the association.

15) All types of written, print or video resources to be shared with our membership or the public must first be approved by the Communications committee before being sent or posted.

16) Volunteer recruitment: All volunteers must be aligned with the TVTA aims and objectives. Recruitment first must be presented to the board to determine need. Once the board is aware and agree that a need exist with approval being obtained in how this need will be communicated to paid membership or the public

Original draft 2 December 1971 (8 amendments made at adoption) 1 amendment

September 1974 6 amendments October 1986 Revised

May 1 1992 1 amendment

October 1999 1 amendment October 2000 (affecting 8 articles and all by-laws) 3 amendments

November 2003 12 amendments

November 2007 (4 articles and 8 by-laws) 6 amendments

November 2008 (3 articles and 3 by-laws) 10 amendments

November 2015 (6 articles and 4 by-laws) 4 amendments

November 2018 (2 articles and 2 by-laws)

November 2020 (4 articles and 2 by-laws) 8 amendments

November 2022 (1 article and 1 by-law) 8 amendments

December 2023 (1 article) 1 amendment, plus overall changes to reflect Not for Profit Act “President” to “Chair”.

BY-LAWS

  1. BY-LAWS1)​ The board of directors will have a maximum of 16 voting members, minimally fulfilling the roles of President,​ Secretary and Treasurer and typically roles of Vice President, Publications Director, Membership Director, Trail Development Director, Trail Maintenance Director, Public Relations Director, Social Media Director, Activities Director and with other liaisons and directors to be named as required. Voting members may hold multiple positions or share positions between them. Should any of the board positions not be filled additional liaisons can be elected or appointed. The past president is an ex-officio director and may attend board meetings in a non-voting capacity to advise and counsel the board.   ​2)​ Members of the board must be current members of TVTA and may be invited to represent the Association at meetings, focus groups etc. of other organizations and will be expected to report to the board.3)​ Membership of the Association will be of one-year duration as shown on the membership card. Renewal is due by the expiry date. No refunds will be issued.

    4)​ Fee structures will be reviewed once a year by the board when setting the Annual budget. Any changes will be presented at the ​AGM.

    5)​ The fiscal year will run from October 1 – September 30 with the ​AGM held in November. The year-end financial statements will be checked and approved by the board prior to being presented at said meeting.

    6)​ A quorum will be set at 50% plus one of the board ​members​, for board meetings.

    7)​ The Association will carry adequate liability insurance commensurate with its needs

    with the waiver sheet used as a “sign-up” sheet for sanctioned activities.

    8)​ All important documents, including contracts and club memorabilia will be listed and kept by the president of the TVTA, available upon request.

    9)​ When members of the Association attend public meetings, they should make it clear if they are representing TVTA; and if so, it is expected they will provide a report to the board.

    1​0) ​Expenses will be paid for official board activities, but there must be prior approval on a case-by-case basis. Travel expenses will usually be for mileage or ticket receipts. The regular expenses of the association are to be paid by the Treasurer in a timely manner. Emergency expenditure of funds that may arise between meetings must be approved by the Treasurer or President and the two other signing officers, and this must be reported to the board at the next meeting.

    11)​ Within three months after the fiscal year end, registered charity information returns, government and other legal reports will be submitted to ensure the maintenance of TVTA’s charitable and corporate status.

    12)​ Criteria will be set in the Guidebook for acquiring end-to-end badges.

    13)​ ​All​ TVTA ​Come Hike and Walk With Us (Meet Up)​ ​Social media sites​ will have a leadership committee of at least ​3​ board members made up of the President, Activities Director and the Social Media Director, as long as the association supports ​these​ sites. 14)​ TVTA hike leaders must abide by the Constitution, By Laws and set policies of the association.

    15) ​All types of written, print or video resources to be shared with our membership or the public must first be approved by the Communications committee before being sent or posted​.

    16) ​Volunteer recruitment​: ​All volunteers must be aligned with the TVTA aims and objectives. Recruitment first must be presented to the board to determine need. Once the board is aware and agree that a need exist​ with​ approval being obtained in how this need will be communicated to paid membership or the public

    Original draft 2 December 1971 (8 amendments made at adoption) 1 amendment

    September 1974 6 amendments October 1986 Revised

    May 1 1992 1 amendment

    October 1999 1 amendment October 2000 (affecting 8 articles and all by-laws) 3 amendments

    November 2003 12 amendments

    November 2007 (4 articles and 8 by-laws) 6 amendments

    November 2008 (3 articles and 3 by-laws) 10 amendments

    November 2015 (6 articles and 4 by-laws) 4 amendments

    November 2018 (2 articles and 2 by-laws)

    November 2020 (4 articles and 2 by-laws) 8 amendments

    November 2022 (1 article and 1 by-law) 8 amendments

TVTA Risk Management Plan

Advertising Hikes

Privacy Statement

The TVTA’s Privacy Statement

On January 1, 2004 a new Federal Law regulating the use of personal information by business organizations came into effect. This law affects the way personal information is collected and used within an organization. A basic principle underlying the Personal Information Protection and Electronic Documents Act (PIPEA) is knowledgeable consent by our members regarding the collection, use or disclosure of personal information.
Ten privacy principles that govern information handling practices have been developed that outline the steps needed to comply with PIPEDA.

    1. Accountability
      We are required to maintain and protect the information we have obtained from our members from unauthorized access. The collected information is to remain confidential and not be disclosed to unrelated parties without permission or where allowed by law or regulation. This information is collected for the purpose of servicing your membership needs. Personal Information means any information that can identify an individual and may include but not limited to, Social Insurance number, date of birth, name and address and phone number, income, occupation. Provision of personal information is your choice. However your decision to withhold details may limit the types of services we are able to provide.
    2. Identifying Purposes
      The collected information is will be used to:

      1. Confirm your identity.
      2. Determine what your interests are.
      3. Develop the type of hikes and activities that would be of interest to our members.
      4. Consent
        Your consent is required for us to collect, use or disclose the personal information except where allowed by law. Consent can be verbal, written, express (ie an application form) or implied (by not withdrawing consent to a certain use when there is a opportunity to withdraw it). Consent can be withdrawn at any time subject to legal and contractual concerns and with reasonable notice.
    3. Limiting Collection
      Information that is collected will be limited to that needed to communicate with our members on upcoming events. To solicit their opinions and support on future events and in providing ongoing support to members.
    4. Limiting Use, Disclosure and Retention

We use the information that we have collected to communicate with you and to deliver the appropriate services that have been requested. We do not sell, lease or trade information about you or your interests to other parties. All personal information is kept confidential at all times except in the following cases:

When Authorized by you

  • Any release of personal information to outside third parties must be authorized by you. Outside parties interested in any of the personal information we have collected must obtain your written consent and present us with your authorization before the information can be released.
  • When Required by Law

Code of Conduct

All interactions (whether it be face-to-face, phone, email, etc.) between members of the TVTA (including Directors) will be polite and respectful.All interactions with the general public in the official capacity as a TVTA Director or member will be polite and respectful.

Failure to act in accordance with the above may be sufficient cause to revoke directorship and/or membership.

The TVTA Board has identified a need to put in place a process to deal with disciplinary matters. The process will be handled by a panel of members consisting of the president, activities director and the hike leader involved.

A verbal warning after the first incident.

Hiking privileges on the Thames Valley Trail could be revoked for one month after the second incident.

An incident report be sent to Hike Ontario should the behaviour continue. (September 2016 board meeting – motion passed unanimously)

A friendly reminder that when taking photos or video on a TVTA sponsored hike, you must ask the participants for permission to photograph. This also applies to posting on social media sites. This ensures that everyone can enjoy the hike and members’ privacy and location are respected.

On the TVTA trail and in ESAs, please hike along marked routes only. Respect the rights and privacy or landowners and people living near the trail.

Communication Policies

The Thames Valley Trail Association communications policy is governed by the following principles:

  • Accountability – Who is responsible for communication, what they are responsible for communicating and how communication activities are completed.
  • Conformance – This is aligned with TVTA’s mission and goals as outlined in the constitution.
  • Consistency – Content and format of message(s) delivered to membership and public audiences
  • Compliance – With the Personal information and privacy rules of Ontario and federal privacy laws related to the collection and use of personal information.
  • The intent is to have the appropriate Director(s) communicate TVTA message(s) using appropriate medium(s) to member(s) and/or the public (non-members) at the right time.

To view the complete Communications Policies,  click  here.

TVTA Meetup Policy  –  Motion for April 1, 2019

Purpose:  The purpose of this policy is to define Thames Valley Trail Association’s use of the public website Meetup.com

  1. TVTA will use Meetup to promote hikes that are open to non-TVTA members in support of the objective to “promote hiking as a form of recreation and leisure”.
  2. The Social Media Director is responsible for the operation of the TVTA Meetup Group.
  3. Hikes are only posted to the TVTA Meetup Group if the following two conditions are met:
    • The hike is open to non-TVTA members
    • The Hike Leader has given approval for their hikes to be posted on Meetup
  4. From time-to-time, the Social Media director will remove Meetup profiles from the TVTA Meetup Group.  This will be done under the following conditions:
    1. Current (paid up) TVTA Members profiles are not subject to the following and will not be removed.
    2. Any profile marked “Inactive” by Meetup can be removed
    3. Any profile marked “Deactivated” by Meetup can be removed
    4. If an Active profile has not attended a hike in the past 11 months, an email (Schedule A) will be sent
    5. If there is no response to the email, the profile can be removed 1 month later.
    6. Profiles that do not include the first name and a clear picture of the member can be removed.
    7. Profiles that contain inappropriate pictures or names can be removed immediately. Needs to be added.

SCHEDULE A

Thank you for joining the TVTA Hiking Group in Meetup.com.  We notice you have not attended a hike in the last 11 months.  In order to provide the best experience for Group Members TVTA’s policy is to remove accounts that do not participate in hikes after 12 months.

If you would like to remain in our TVTA Meetup Group, you are welcome to rejoin anytime.

You can also see all of our public hikes on our website – tvta.ca

Thank you for your interest in hiking.  We hope to see you on the trails!

TVTA