By-Law I - Interpretation
- Where the word "Council" occurs in these By-laws, it shall be understood to mean "Economic Developers Council of Ontario Incorporated" as a body.
- Where the words "BOARD OF DIRECTORS" occur in these By-laws, they shall be understood to mean ten Directors as provided herein, and the immediate Past President.
- Where the words "MEMBERS IN GOOD STANDING" occur in these By-laws, they shall be understood to mean "Members who have paid their annual dues within ninety (90) days of the date of the Annual Meeting or members admitted according to By-Law 11(b).
By-Law II - Membership Admission, C;assification, Expulsion
Any person directly engaged in economic development in Ontario who qualified under the terms of the Constitution and By-Laws shall be eligible for Active Membership in the Council
Any member may propose any eligible person for membership by presenting a written signed application on a form provided by the Secretary for that purpose (accompanied by the required fee) providing such person, if admitted, shall undertake to be governed by the Constitution and By-Laws of the Council.
APPLICATION - Procedure
The application, as referred to in By-Law II (b), having been presented at any meeting of the Board of Directors, shall be voted on and if carried by a majority vote of the Directors then present, the applicant shall thenceforth be a member of the Council and have all the rights and be subject to all obligations of members. A new member shall be notified immediately of his admission and supplied with a membership certificate, a copy of the Constitution and By-Laws and a listing of the Council members.
HONOURARY LIFE MEMBERSHIP
Honourary Life Membership may be proposed by ten (10) Active members by making a written submission to the Board of Directors by November 1st of any calendar year. The recommendation for HLM must include a resume of accomplishments and the reasons why the designation should be granted. If the proposal is concurred with by the Board, the proposal shall be put to a vote of the Active members present at the Annual or any General Meeting. It must receive a majority vote of the Active Members present at a General Meeting to become effective. (approved January 5, 1995)
Any member may be expelled for conduct contravening the Code of Ethics of the Council. A majority vote of those Active Members present at any meeting of the Council shall be necessary to expel a member.
ARREARS OF ANNUAL DUES
In the event of any member being ninety (90) days in arrears of annual dues, they shall be given ten (10) days final notice of arrears by the Treasurer, after which, in the event of payment, his/her membership shall be re-submitted to the board of Directors in accordance with By-Law II(b) and (c).
CLASSIFICATION - MEMBERSHIP
There shall be four (4) classifications of membership as follows:
- ACTIVE MEMBER are those individuals that perform or participate in Economic Development activities to the benefit of community, regional, provincial and federal economic development initiatives. Active members include individuals working on Economic Development initiatives in both the public and private sector. All privileges of Council membership, including voting powers are available to active members. (approved February 7, 2001)
- RETIRED/STUDENT MEMBER are those individuals who are enrolled in courses related to economic development or who have retired from the economic development profession. Student & Retired members shall have all the privileges of an Active Member except those of voting and holding office.
- MEMBER IN TRANSITION are those individuals currently unemployed and seeking reemployment in Economic Development who may see reclassification as a Member in Transition during their period of unemployment. A member in transition shall have all the privileges of an Active member except those of voting and holding office.
- HONOURARY LIFE MEMBER are those individuals who are active members honoured for special services rendered to the Council. Such membership shall include all the privileges of Active Membership without the payment of dues.
By-Law III - Qualification of Voters
- Voting shall be by individuals only and no person shall cast more than one vote.
- Voting shall be taken by the usual showing of up-raised hands or by ballot as designated by the Chairperson, except as otherwise specified in these By-Laws.
- No member of more than one year's standing shall be entitled to vote or have other privileges of membership if his/her annual dues have not been paid in accordance with By-Laws II (e)
By-Law III.I - Executive Committee
Amended/approved November 19th, 1993
By-Law IV - Board of Directors
The Board of Directors shall consist of eleven (11) persons, four (4), five (5) or six (6) of whom shall take office at succeeding Annual Meetings, provided that two (2) Directors shall be the persons who held the office of President and First Vice President in the preceding year. The First Vice President shall be President Elect without the need of re-elections should his/her term expire during the year as First Vice President. The remaining Directors shall be elected, half each year, at succeeding Annual Meetings, for overlapping terms of two (2) years. Directors may be elected for succeeding terms. The Board of Directors shall have supervision of the general activities of the Council, including full fiscal responsibility of the finances of the Council.
By-Law V - Elections
- Each year the immediate Past President shall convene a Nominating Committee consisting of: him/herself as Chair and the penultimate Past President, the President, the 1st Vice President and 1 member at large, for the purpose of seeking nominations to fill vacancies on the Board of Directors for the subsequent year. The Chair will have the authority to add members of the Nominating Committee from the roster of current active members of the Council where one or more of the persons on the mandated committee is/are not available.
- Any active member of the Council in good standing may be nominated as a candidate for the Board of Directors provided that a standard nomination form with the signatures of four (4) nominators, being Active members of the Council in good standing and the signature of the nominee is received by the Nominating Committee on or before August 31. (amended and approved February 7, 2001)
- The Nominating Committee, upon receipt of nominations, shall be empowered to seek additional nominations to ensure the presentation of a cross section of candidates having regard to factors such as regional representation, community size and private/public sector balances.
- The Nominating Committee will present the names of all nominees to the Executive Director of the Council for preparation of election ballots no later than September 5. (amended and approved February 7, 2001)
- The Director of Administration shall prepare a ballot listing all candidates in alphabetical order along with a condensed biography of each candidate. The ballot shall indicate the number of directors to be elected.
- Each Active member of the Council shall receive by mail postmarked no later than September 15, a ballot on which to record his/her choices for the Board of Directors.
- Procedures shall be enacted to ensure confidentiality of the ballot and verifications of the elector as an Active member in good standing.
- Ballots shall be returned to the offices of the Council no later than October 20. (amended and approved February 7, 2001)
- Two scrutineers selected by the Nominating Committee from among the roster of Honourary Life Members shall tally the returned ballots and pronounce the results at the annual meeting of the Council. In the case of a tie vote, the scrutineers shall ask the Chair of the Nominating Committee to cast the deciding ballot.
- Ballots shall be destroyed immediately following assumption of office by the new Board of Directors.
By-Law VI - Vacancies - Board of Directors
Vacancies on the Board of Directors caused by resignations, removals, deaths or otherwise, shall be filled by the Directors until the next Annual Meeting, at which time the membership shall elect a Director or Directors for the remainder of any unexpired term or terms.
If any member of the Board of Directors shall be absent without reasonable cause, from three consecutive Board of Directors' meetings, his seat shall be declared vacant by the Board.
By-Law VII - Officers
- The officers of the Council shall be a President, a First Vice President (President Elect), a Second Vice-President, a Secretary, and a Treasurer.
- Officers shall be elected by the Board of Directors from among their numbers for a period of one year, at a meeting chaired by the Immediate Past-President or his designate, following the business session of the Annual Meeting. No officer shall be eligible for re-election to the same office for a full consecutive term.
- Any office which may be vacated during the year, shall be filled by the Board of Directors.
- Any five (5) or more members of the Board of Directors lawfully met, shall be a quorum and a majority of such a quorum may do all things within the power of the Board of Directors.
- The Directors shall have the general power of administration without borrowing power.
- The Board of Directors or, at its request, the President, may appoint Committee Chairman or designate members of the Council to examine, consider and report upon any matter or take such action as the membership may direct.
- The meetings of the Board of Directors may be attended by members of the Council.
- The President shall preside at all meetings of the Council. The President shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting concerns of interest to the Council. The President shall vote only in the case of a tie. Upon an appeal being made from a decision of the present officer, the vote of the majority shall decide. The President and Secretary shall sign all papers and documents requiring signature on behalf of the Council unless someone else is designated by the Board of Directors. The President shall present a general report of the activities of the year at the Annual Meeting.
- The First Vice President (President Elect) or in his/her absence, the second Vice President, shall act in the absence of the President and in the absence of these officers, the meeting shall appoint a Chairperson to act temporarily.
- The Treasurer shall have charge of all funds of the Council and shall deposit or cause to be deposited the same in a chartered bank. Out of such funds, he/she shall pay accounts approved by the Council and shall keep a regular account of income and expenditures of the Council and shall submit an audited statement thereof for presentation to the Annual Meeting and at any other time required by the Council. He/she shall make such investment of the funds as the Council may direct. He/she shall sign all drafts and cheques. In the absence of the Treasurer; two of, the President, the Vice President and/or Director of Administration shall sign.
- The Secretary subject to direction by the Board of Directors, shall be the executive officer of the Council and shall be responsible for the general control and management of business and affairs. The secretary shall be responsible for keeping the books of the Council, conducting its correspondence, retaining copies of all official letters, preserving all official documents and shall perform all such duties as properly pertain to the office. The secretary shall maintain an accurate record of the proceedings of the Board of Directors and of the Council. At the expiration of the term of office, the Secretary shall deliver to the Board of Directors all books, papers, and other property of the Council.
By-Law VIII - Committees
Subject to By-Law VII (f), the Board of Directors shall have the power to appoint all Committee Chairpersons, who will have the power to choose their own committee members as to number and personnel. Committee members must be members of the Council. The following shall be the Standing Committees:
- Public Relations and Publicity
- Government Liaison
- Member Services
By-Law IX - Meetings
- The Annual Meetings of the Council shall be held in January of each year, at the time and place determined by the Board of Directors. At least four (4) weeks notice of the Annual Meeting shall be given.
- General meetings of the Council shall be held at least three (3) times a year, at a time and place designated by the Board of Directors. At least three (3) weeks notice of such meetings shall be given.
- Special meetings of the Council may be held at any time when called by the President or requested in writing by not less than five (5) members of the Council. At least fourteen (14) days notice of such meetings shall be given to the membership, in writing indicating the purpose of the meeting.
- Notice in writing of all General meetings, naming the time and place of the meeting shall be given by the Secretary.
- At any General, Special or Annual Meeting, thirty (30) percent of the Active members shall be a quorum.
- Minutes of the proceedings of all meetings shall be entered in the books to be kept for that purpose by the Secretary.
- The entry of such minutes shall be signed by the Chairperson who presides at the meeting at which time they are adopted and the Secretary.
- All books of the Council shall be open to any member at convenient times.
- All motions or notices of motion put at any General, Annual or Special meeting must be presented in writing.
- At committee meetings, a majority shall constitute a quorum, except that when a committee consists of more than seven (7) members, five (5) shall constitute a quorum.
- All questions of Parliamentary procedure shall be settled according to Bourinot's Rule of Order, whenever they are not inconsistent with the Constitution and By-Laws of this Council.
By-Law X - Fiscal Year
The fiscal year of this Council shall run from October 1 to September 30.
By-Law XI - By-Laws Made, Repeased and Amended
- By-Laws may be made, repealed or amended by a seventy-five (75%) majority vote at any General, Special or Annual meeting which is attended by thirty percent (30%) of the Active membership in good standing, notice of such proposal having been given in writing by one member and seconded by another member and duly entered as a Minute of the Council not less than one month prior to the meeting in question. Copies of such proposals shall accompany the notice of the meeting, at which time they are to be considered.
- The By-Laws shall be binding on all members of the Council.
By-Law XII - Committees Duration
Committee members shall act until the end of the year, unless previously discharged by the President and/or Board of Directors, or until their successors have been appointed.
By-Law XIII - Corporate Seal
- The Seal, an impression of which is imprinted in the margin hereto, shall be the seal of the Council.
- The Secretary shall have custody of the Corporate Seal of the Council.
- The Seal shall not be fixed to any instrument except pursuant to a resolution of the Board of Directors and shall be attested under the hands of the President or either Vice President and the Secretary.
By-Law XIV - Memebership Insignia
The insignia, a copy of which is appended to these By-laws as Schedule "A" thereto, shall denote Council membership and may be used only by Council members in good standing.
By-Law XV - Referendum
The Board of Directors is empowered to authorize a referendum by mail on any subject or matter. The membership shall be allowed fourteen (14) days from date of notification to respond. A simple majority of a minimum thirty (30%) percent reply shall be considered binding.
By-Law XVI - Resolutions
- All resolutions shall be duly moved and seconded by members in good standing and such resolutions shall reflect the objectives of the Council.
- Resolutions in writing will be received by the Board at any meeting or by mail to the Office of the Council. Such resolutions will be reviewed by the Board and forwarded to the whole of the membership before being brought to a General or Annual Meeting of the Council for a vote in accordance with By-Law IX and By-Law XVIII.
By-Law XVII - Audit
Auditors shall be appointed for the succeeding year at the Annual Meeting and they shall audit the books and accounts of the Council at least once in each year. An audited financial statement shall be presented by the Treasurer at each Annual Meeting and at other times required by the Board of Directors.
By-Law XVIII - Enactment
The By-Laws shall become effective immediately following their adoption by a seventy-five (75%) majority vote of thirty percent (30%) of the Active Members of the Economic Developers of Ontario Inc. present at a meeting duly called for this purpose.