PDF versionDURHAM CITIZENS LOBBY FOR ENVIRONMENTAL AWARENESS & RESPONSIBILITY
CONSTITUTION
ARTICLE 1: NAME AND ORGANIZATION
1.1 The organization is incorporated in Ontario as Durham Citizens Lobby for Environmental Awareness & Responsibility Inc. (shortened to DurhamCLEAR
1.2 The organization is a not-for-profit advocacy organization and shall maintain itself as non-partisan-political and non –sectarian.
1.3 The general affairs of the organization will be directed by a Board of Directors as defined in the By-laws
ARTICLE 2 : VISION.
The Vision of the Organization is to:
1. Create a sustainable and healthy environment that balances natural ecology with the needs of the community.
2. Create a mindset where environmental issues are always the prime consideration when managing change.
3. Continuously advocate for improvements in the planning at all levels of government so that stakeholders subscribe to high levels of ecological and social values.
4. Build a strong and respected organization to inform and educate our community about environmental and sustainability issues and, in the process, influence decision-making.
ARTICLE 3: VALUES.
The values of the Organization are:
1 Respect for Nature — We are part of nature and must live in harmony with it.
2 Leadership — We provide positive, effective and educative leadership
3 Integrity — We strive for win-win solutions and relationships
4 Steadfastness — We stand by our convictions and strive for our goals
5 Inclusiveness — We welcome those who share the visions and values of our organization.
ARTICLE 4: CHANGES TO THE CONSTITUTION
4.1 Changes to the constitution or by-laws may originate with the Board or with any group of 10 or more members who submit a specifically worded amendment to the secretary.
4.2 At least 45 days notice is required for any vote to change the constitution or by-laws. The Board will ensure that the full wording and rationale of any changes is adequately explained and that opportunities for discussion are provided. At the conclusion of the notice period, voting will be opened for 30 days.
4.3 All members who were paid up at least 30 days prior to the notice of amendment will be polled by the Secretary. Those members who have so indicated in their membership application will be polled by email or other acceptable electronic means. Other members will be polled by regular mail.
4.4 ‘Quorum’ for any vote to amend the constitution or by-laws will be the total of those members who participate in the vote. Only those members voting ‘for’ or ‘against’ or ‘abstain’ will be regarded as participating.
4.5 Changes to the Constitution will require a positive 2/3 majority of participating voters
4.6 Changes to the By-laws will require a positive vote of 50% plus 1 of participating voters
4.7 Any amendment which fails may not be resubmitted for a further 12 months.
ARTICLE 5: DISSOLUTION
If the Board concludes for any set of reasons that the organization should be dissolved, it must call a general membership meeting to seek direction from the members. If the decision of such meeting is to dissolve, then the Board will arrange that any monies held at that point will be distributed at their discretion to other non-profit organizations with similar goals.
BY-LAWS
ARTICLE 1: INTERPRETATION
In these bylaws unless the context requires otherwise the following interpretations are made:
• DurhamCLEAR means Durham Citizens Lobby for Environmental Awareness & Responsibility
• The term ‘Board’ refers to the Board of Directors collectively
• The term ‘Directors’ refers to members of the Board as individuals
• Words importing the singular include the plural and vice versa.
• Words such as “heâ€, “her†etc. used herein are to be regarded as without significance in gender.
ARTICLE 2: DIRECTORS
2.1 The Board of Directors of DurhamCLEAR shall consist of the Past President, the President, a Vice-President, the Secretary, the Treasurer and at least 2 others. All Directors must be paid-up members of the Organization.
2.2 The President, Vice President, Secretary and Treasurer will be elected at the annual general meeting and are voting members of the Board.
2.3 The Past President is a voting member of the Board
2.4 The Board will, at its discretion, establish committees and, in consultation with the committee members, will appoint individuals as their chairs. These Committee Chairs will liaise between the committees and the Board and shall be voting members of the Board
2.5 The Board may also, at its discretion, appoint up to 4 additional Directors with designated functions such as communications, publicity, fundraising, etc. These Directors may be voting or not at the discretion of the Board
2.6 All monies received by DurhamCLEAR shall be used solely to benefit the organization to execute its programs and objectives. All expenditures must be approved by the Board.
2.7 The Board of Directors will appoint spokespeople to speak for the organization on specific subjects of public interest.
2.8 It shall be the duty of all members of the Board of Directors to:
• conduct the affairs of DurhamCLEAR within the framework of the Constitution and in accordance with its by-laws;
• take actions and establish programs and projects reflecting the vision of DurhamCLEAR, considering the funds available.
• Ensure that the organization projects a positive, focused approach in its dealings with government, other organizations and the public
2.9 Any member of the Board of Directors who fails to attend 3 successive Board meetings shall be deemed to have resigned.
2.9.1 If that Board member was the President, he will be replaced by the Vice President.
2.9.2 If that Board member was the Vice-President, the Secretary or the Treasurer, the Board may appoint another member of the Organization to fill the position until the next AGM.
2.9.3 If that Board member was a committee Chair, the Board may appoint a new chair in consultation with the other members of the committee, or may disband the committee at its discretion.
2.9.4 If that Board member was the Past President, then the position will remain vacant provided that the Board, at its discretion, may reinstate the individual at a later date if circumstances change.
ARTICLE 3: DUTIES OF THE DIRECTORS
3.1 The President
It shall be the duty of the President to:
• preside over meetings of DurhamCLEAR;
• ensure the timely and efficient execution of Board decisions
• is an ex-officio voting member of all committees and is to be kept informed about their activities and invited to their meetings
• advance the general interest of DurhamCLEAR as a spokesperson;
If the President is temporarily or permanently unable to fulfill his duties, the Vice-President will perform those functions
3.2 The Past President – the President shall become the Past President on the election of a successor and shall remain in that position
• as long as that successor remains the President and
• as long as he/she attends meetings regularly (see2.8.4)
The Past President will provide continuity and shall assist all members of the Board in the execution of their responsibilities
3.3 The Vice-President
It shall be the duty of the Vice-President to:
• perform all the functions of the President whenever the President is absent or unable to fulfill that role, or when requested
• to assist the President as requested
• in the absence of the President, may act as an ex-officio voting member of any committee.
3.4 The Secretary
It shall be the duty of the Secretary to:
• attend all official general membership and Board meetings, provide notices of these meetings as required by these bylaws and publish minutes of those meetings as required;
• Fulfill all formal secretarial duties for DurhamCLEAR.
• Maintain a current list of paid-up members
• Is responsible for ensuring that all activities of the organization are in compliance with all applicable privacy legislation
3.5 The Treasurer
It shall be the duty of the Treasurer to:
• receive all money belonging to DurhamCLEAR, which shall be deposited in a financial institution approved by the Board;
• pay all bills approved by the Board;
• report on the financial status of DurhamCLEAR to the Board at or before each Board meeting;
• prepare and submit a financial report to the members for approval at the Annual General Meeting
ARTICLE 4: PROCEEDINGS OF BOARD
4.1 The Board shall hold as many Meetings as is necessary to properly conduct the affairs of DurhamCLEAR . The Board will determine the times and locations of such meetings. Meetings will be called by the President, or by a majority of the Directors acting in concert. Regardless of how a particular meeting is called, all Board members must be provided reasonable notification.
4.2 Board Meetings may be held electronically and may be held over a period of days, but all meetings shall be properly recorded by the Secretary with minutes, including attendance and decisions made.
4.3 Quorum for Board meetings will be 50% of the voting members plus 1.
4.4 The Chair will not normally vote except in the case of a tie. If the chair chooses not to break the tie the motion is considered defeated.
4.5 If for any reason, 2 successive meetings of the Board are duly called and quorum is not achieved, then the President, or the Secretary, may call a special Board meeting at which decisions may be made by whatever number of the Board attend. Such meeting shall have at least 2 weeks notice to all Board members and the notice must include the information that binding decisions will be made regardless of whether quorum is achieved.
4.6 The Directors may from time to time appoint members to be Advisors to assist in conducting the affairs of DurhamCLEAR. The advisors will be entitled to attend Board Meetings, but will have no vote.
ARTICLE 5: MEMBERSHIP
5.1 Regular Membership to DurhamCLEAR is open to any person who:
• Has submitted a membership application which includes a statement of acceptance of the Vision and Values as laid out in DurhamCLEAR Constitution
• has paid the annual fee as determined from time to time by the Board.
5.2 Nobody shall act for, represent, or make statements or publications using the name of DurhamCLEAR, except the President of DurhamCLEAR or another director appointed by the Board as spokesperson.
5.3 If a member, according to a majority of Directors, is not acting in the interest of DurhamCLEAR or is behaving in a manner conflicting with the Constitution and/or by-laws, said member may have his membership revoked. In such an instance, the balance of the membership fee will be returned, based on a daily pro-rating.
5.4 Any person may be designated by a majority of the Directors to be a Honorary (limited time) or Life-Time Member (unlimited time). Members designated as such will not pay any membership fees.
5.5 The Membership year for DurhamCLEAR shall be from January 1 to December 31
5.6 DurhamCLEAR shall respect the privacy of all of its members and shall not release the names and addresses of its members to any person or organization unless specific permission to do so has been granted by individual members.
5.7 The fiscal year will be from January 1 to December 31.
ARTICLE 6: MEMBERSHIP MEETINGS
6.1 An Annual General meeting will be held in the first quarter of each fiscal year at a date, time and location to be determined by the Board. All members of record shall receive at least 30 days notice of the AGM
6.2 The Agenda for the Annual General Meeting shall include:
• A review of the activities of DurhamCLEAR of the previous year;
• A projection of the activities of DurhamCLEAR for the coming year;
• Financial results of the previous year and a budget for the coming year;
• Election of the President, Vice President, Secretary and Treasurer
• An update on the organization of DurhamCLEAR, including active Directors and committee chairs.
6.3 Additional General Membership meetings may be called
a) by the Board or
b) at the written request, stating reasons, of 25 individual members to the Secretary, in which case the Board is required to call a meeting within 45 days.
6.4 All such General Membership meetings require 30 days notice to all members of record and notice shall include the purpose of the meeting
6.5 Members must have been paid up for a minimum of 30 days in order to vote at any general membership meeting
6.6 DurhamCLEAR will also hold such Public Meetings as deemed appropriate by the Board to advance the Objectives of DurhamCLEAR.
ARTICLE 7: COMMUNICATIONS
7.1 DurhamCLEAR shall communicate to its members by email and/or by postings on its website. Regular Canada Post mailings shall only be done when electronic mailing is not available and at the discretion of the Directors.
7.2 Any information sent by email or posted on the website shall have the same effect as having been delivereded by Canada Post.
7.3 Members who do not have Internet access at home are encouraged to use their local library facility to set-up an Internet mail access account (e.g. G-Mail, MSN-Mail or Yahoo-Mail) and visit the DurhamCLEAR website.
ARTICLE 8: COMMITTEES
8.1 Committees, as approved by the Board, will be the principal ‘operating units’ of DurhamCLEAR and will be organized around specific issues or strategies. The Board will establish and disband Committees as the issues and strategies change.
8.2 The purpose of each committee must be in accordance with the Constitution and should not be in conflict with other current positions or activities of the organization.
8.3 The Board will appoint the Chair for each committee in consultation with those members of DurhamCLEAR most involved in the particular issue. The Committee Chair shall direct the activities of that Committee and shall report these activities to the Board. The Board has the option of directing any of its committees to change any position or activity.
8.3 All committees shall:
• Operate in a democratic inclusive manner
• Appoint such officers as they deem appropriate in consultation with the Board
• Will keep minutes of their meetings which will be available to their members and to the Board
• Be encouraged to raise money for their own activities. Such monies will be remitted to the treasurer who will hold them in trust for uses approved jointly by the committee and the Board subject to 8.2
8.4 Each approved Committee Chair will be a voting member of the Board
8.5 The Board may invite existing organizations which have been previously organized around environmental issues to either join or affiliate as committees of DurhamCLEAR on terms which would be negotiated by the Board.