Lynwood Village Community Association
May 17, 2023

Constitution / By-laws

While the LVCA as an unincorporated association is not legally required to have
Bylaws we recognize having a set of rules is important for any organization.
BY-LAWS – last amended December, 2020

Article 1 – Name and Head Office

1.1 The name of this association shall be the “Lynwood Village Community
Association”, hereinafter referred to as “the Association” or “LVCA”.

1.2 The Head Office for the Association shall be 7 Sycamore Drive, in the City of
Ottawa, Province of Ontario, and at such place therein as the Board of Directors
may determine from time to time.

Article 2 – Purpose and Objectives

2.1 The purpose of the Association is to provide affordable and accessible
recreational programming for all age groups and to positively and actively
influence the Lynwood community for the well-being of its residents.

2.2 The Association will strive to achieve its Purpose by focusing on the following
objectives:

a) Seeking input from residents, property owners and business owners in Lynwood
regarding the recreational interests of the community.
b) Fostering a strong community for residents, business owners, property owners
and visitors to Lynwood.
c) Interacting with various levels of government to promote the interests of the
Lynwood community.
d) Collecting and dispersing information of importance to members of the
Community.
e) Encouraging positive social, recreational, cultural, artistic and commercial
activities in Lynwood.
f) Communicating and cooperating with other community groups in the
surrounding area to the benefit of the Lynwood community.

2.3 The Association shall be carried on without the purpose of gain for its
members and any profits or other accretions to the Association shall be used in
promoting its objects.

Article 3 – Association Boundaries

3.1 Lynwood Village is a neighbourhood in the City of Ottawa. The boundaries for
determining the area of the Association shall be:

a) the west side of Cassidy Road;
b) Houses east of Moodie Drive to the intersection of Moodie Drive and Richmond
Road;
c) Exclusive of the area known as “Arbeatha Park”

Article 4 – Membership

4.1 Any individual aged 18 years or older who is a resident, owns residential
property or owns and operates a business within the boundaries of the
Association is eligible to be a member.

4.2 An individual who is a resident of Lynwood Village by definition is eligible to
vote at General Meetings of the Members, bring or second motions at General
Meetings of the Members and serve on the Association’s Board of Directors.

Article 5 – General Meetings of the Members

5.1 The Association shall hold an Annual General Meeting of the Members once
each year for the purpose of electing a Board of Directors, reviewing financial
statements and reviewing the report of the auditors, deciding on arrangements
for an audit or financial view for the following year and transacting or discussing
other business of the Association.

5.2 The Annual General Meeting shall normally be held in the month of
September or October, where possible.

5.3 The Association shall notify members and give public notice of the time, place,
location and proposed agenda of the Annual General meeting, at least 14 days in
advance of the scheduled Annual meeting. Members shall be notified in writing by
sending a notice to the residences defined or electronic mail address provided by
the resident to the Association. The requirement for public notice of a General
Meeting may be satisfied by posting information on the Association’s website and
social media accounts, by posting information in public places within the
Association’s boundaries, or in a newspaper generally circulated within the
boundaries of the Association. Notice of Annual General Meetings shall contain
sufficient information to inform members of the business to be transacted at the
Meeting. No error in notifying a particular member of a General Meeting shall
invalidate such meeting or nullify decisions of the members made at a General
Meeting.

5.4 Quorum for a General Meeting shall be 40% of members of the executive of
the Association in good standing and at least two eligible residents.

5.5 [Redacted Until Board of Directors can Address “Member in Good Standing”
and other issues] A member in good standing who is unable to attend an Annual
General Meeting may give his or her written proxy to another member in good
standing in a form to be prescribed by the Board of Directors. A member in good
standing may hold not more than five (5) proxies to vote on behalf of other
members at a General Meeting of the members.

5.6 At an Annual General Meeting, members shall elect seven (7) members of the
Board of Directors. Nominations may be made in writing in advance and will be
accepted from the floor. Elections shall be by open ballot.

5.7 Other General Meetings or Special General meetings may be called by the
Board of Directors from time to time as required or on written request to the
Board of Directors by five (5) members in good standing.

5.8 Decisions at a General Meeting, other than election of Board of Directors, shall
be taken by way of show of hands unless the Chair of the meeting determines that
a secret ballot is preferred.

Article 6 – Board of Directors

6.1 The business and property of the Association shall be managed by a Board of
Directors composed of a maximum of seven (7) Directors, including officers.

6.2 Directors shall be elected at an Annual General Meeting of the members for a
term of not more than one year.

6.3 The Board of Directors may revoke the Directorship of Board members who
are absent from two or more consecutive meetings without communicating their
regrets to the Secretary of the Board.

6.4 The Board may appoint Interim Board members should vacancies arise.
Interim Board members shall be confirmed by a majority vote of remaining Board
members.

6.5 The Association shall have standing committees including an Executive
committee made up of the Association’s Officers, an Audit and Financial Review
Committee and a Nomination Committee.

6.6 At least 30 days prior to the Annual General Meeting, the Board of Directors
shall appoint a Nomination Committee composed of at least one member of the
Board who is not standing for re-election and up to four (4) additional Members in
good standing of the Association. The Nomination Committee will be responsible
to solicit and receive nominations for Board of Directors positions to be voted
upon at the Annual General Meeting and shall be responsible to coordinate the
election at the Annual General Meeting.

6.7 The Board of Directors may also establish other ad-hoc committees to assist in
conducting the business of the Association and may specify the terms of reference
and delegated powers of such committees as may be required. Committees shall
normally be chaired by a member of the Board of Directors and the Board may
invite the Association’s members or associate members to participate on the
Board’s committees without vote. The quorum of such Committees shall, from
time to time, be fixed at the sole discretion of the Board of Directors.

6.8 The Board of Directors shall administer the affairs of the Association in all
things and make or cause to be made for the Association, in its name, any kind of
contract which the Association may lawfully enter into and, save for exceptions
provided in this document, may exercise such other powers and do all such other
acts and things as the Association is by its charter or otherwise authorized to
exercise and do.

6.9 The Board of Directors may prescribe rules, regulations and policies consistent
with these by-laws relating to the management and operation of the Association
as they deem expedient.

6.10 The Board of Directors may take such steps as they may deem requisite to
enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants,
settlements, bequests, endowments and donations of any kind whatsoever and
otherwise raise funds for the purpose of furthering the objects of the Association.

6.11 The Board of Directors may appoint such agents and engage such employees
as it deems necessary from time to time and such persons shall have such
authority and shall perform such duties as shall be prescribed by the Board of
Directors at the time of such appointment.

6.12 Directors shall serve as volunteers and shall receive no remuneration for their
services other than reimbursement for reasonable expenses incurred in the
performance of their duties as approved or ratified by the Board of Directors.
Directors shall not directly or indirectly profit from their positions.

6.13 Directors shall declare any perceived or actual conflict of interest in respect
of any decision to be made by the Board of Directors or its Committees. A Director
with a perceived or actual conflict of interest shall not be involved in the decision-making process related to the Conflict.

6.14 Any individual who has been removed from the board by a quorum of the
LVCA Board due to a violation of the LVCA Code of Conduct, or whose actions have
caused or may potentially cause harm to the interests of the LVCA, shall be
ineligible for future nomination or appointment to any board position. The person
who has been removed shall not be eligible to rejoin the board for 10 years. (Oct
2024)

Article 7 – Directors’ Meetings

7.1 The Board of Directors shall meet at least six (6) times per year, where
possible, at a time and place to be determined by the Directors to conduct the
affairs of the Association.

7.2 Written notice of meetings shall be given to Directors not less than 72 hours in
advance of a meeting of the Directors. A schedule of meetings agreed to in
advance by the Board of Directors shall satisfy the requirement for advance notice
of Directors’ meetings. Written notice may include notice by electronic means,
including electronic mail or facsimile.

7.3 Quorum for Board meetings shall be 40 percent of the total available Board
positions (i.e. two (2).

7.4 Decisions of the Board of Directors shall be made by way of majority vote of all
Directors present except for the Chairperson. In the event of a tie vote, the
Chairperson shall cast a deciding vote.

7.5 A resolution in writing, signed by all Directors entitled to vote on that
resolution at a meeting of Directors or signed by all Members entitled to vote on
that resolution at a meeting of the Corporation, is as valid as if it had been passed
at a meeting of the Board or a meeting of the Association, respectively.

7.6 The Board shall record Minutes of its meetings and such Minutes shall be
made available to members in good standing of the Association.

Article 8 – Officers and Duties

8.1 At its first Board of Directors meeting following the Annual General Meeting,
the Board of Directors shall elect by way of open ballot from among its members
Officers to the following positions:

Chairperson (President)
Vice-Chairperson (Vice-President)
Secretary
Treasurer
Booking Agent
Communications Director

a) Chairperson: The Chairperson shall preside over all Association and Board
meetings; shall be the chief representative of the Association; and shall be
responsible for the overall operation and effectiveness of the Association. The
Chairperson is a signing officer of the Association and shall not vote at meetings
unless the result of such a vote is inconclusive.

b) Vice-Chairperson: The Vice-Chairperson shall assist the Chairperson in carrying
out their responsibilities and shall represent the Chairperson and/or chair
meetings of the Board/Association in the absence of the Chairperson.

c) Secretary: The Secretary shall be responsible for the recording of minutes of
Board and Association meetings and for their distribution. The Secretary will also
be responsible for maintaining the records of the Association and in assisting the
Board with Association business.

d) Treasurer: The Treasurer shall be responsible for: maintaining the financial
records of the Association; maintaining a bank account for the Association;
collecting fees and making disbursements on behalf of the Association; providing
a monthly treasurer’s report; and shall be one of the two signing officers for the
Association.

e) Booking Agent: The Booking Agent shall be responsible for taking rental
requests and fees for the facilities operated by the Association and liaise with the
city with respect to communal events.

f) Communications Director: The Communications Director shall be responsible for
creating graphics, posters and general information to ensure events and the
Association itself are promoted on the Association website, social media and print
as required.

8.2 Officer positions shall not be occupied by the same individual for more than
three (3) consecutive terms.

8.3 If any vacancy occurs in an Officer position, the Board of Directors may be
majority vote appoint another member of the Board of Directors to fill the
Vacancy.

Article 9 – Financial Procedures

9.1 The fiscal year of the Association shall be from July 1st to June 30th of each
year.

9.2 The Association shall maintain a bank account at a financial institution to be
chosen by the Board of Directors for general operations. Funds generated by the
Association and proceeds of any activities carried on in the name of the
Association shall be turned over promptly to the Treasurer for deposit to the
Association’s bank account.

9.3 All cheques or contracts shall be signed by two Officers. The treasurer and a
secondary officer which has been authorized to sign by a resolution of the Board.
The signing officers must be at “arms length” therefore not related and do not
conduct business together.

9.4 Expenditures and contractual liabilities on behalf of the Association may be
authorized as follows:

a) All expenses submitted must be approved by the President. If payment is
requested by an individual or business with a non “arms length” relationship to
the President, a secondary member of the executive must approve the
expenditure. The President cannot approve expenditures incurred by the
President, a secondary member at “arms length” must approve the expenditure.
All expenses or the entering of a contract with a value up to $100.00 can be
authorized by the President provided that the expenditure or contract is reported
to the Board of Directors at the next meeting of that Board of Directors.

b) A majority of the Board of Directors is required to authorize expenditures or the
incurring of contractual liability in an amount greater than $100.00.

c) At each Annual General Meeting, the members shall appoint an individual to
review the accounts and annual financial statements of the Association for report
to the members at the next Annual General Meeting. The members may appoint
two members of the Association who are not members of the Board of Directors
and are not immediate family members of any members of the Board of Directors
to fulfill this obligation.

Article 10 – Auditors

10.1 At each Annual General Meeting, the members shall appoint an appropriate
individual to review the accounts and annual financial statements of the
Association for report to the members at the next Annual General Meeting.

Article 11 – Indemnity of Directors

11.1 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 corporation,
from and against;

(a) all costs, charges and expenses which such director sustains or incurs in or
about any action, suit or proceedings which is brought, commenced or prosecuted
against him, or in respect of any act, deed, matter of thing whatsoever, made,
done or permitted by him, in or about the execution of the duties of his office or
in respect of any such liability; and

(b) all other costs, charges and expenses which he sustains or incurs in or about or
in relation to the affairs thereof, except such costs, charges or expenses as are
occasioned by his own willful neglect or default.

Article 12 – Amendments

12.1 Amendments to this Constitution may be made by vote passed by two-thirds
majority at an Annual General Meeting of the Members.

12.2 Proposed amendments to this Constitution must be submitted to the
Secretary of the Board of Directors not less than 30 days in advance of an Annual
General Meeting.

12.3 Information regarding proposed amendments must be included in Notice to
Members and Public Notices in advance of any Annual General Meeting. The full
text of proposed amendments must be provided in writing in advance of an
Annual General Meeting upon request and must be provided in writing to
members at the Annual General Meeting.