ARTICLE I: NAME, LOCATION
1.1 The name of the organization shall be the “CARP Barrie and Area Chapter 36”.
1.2 The Chapter shall have a Board of Directors, hereinafter referred to as the “Board”, consisting of not fewer than five and not more than twelve members. An Executive Committee comprised of at least a Chairperson, Vice Chair, Treasurer and Secretary shall be elected from among the Board members. The immediate Past Chairperson, if available, and approved by the Board shall be an ex-officio member of the Board and the Executive Committee for a period of up to two years.
1.3 The Chapter shall be located at an address determined by the Board. This address may be that of a Board member and is intended to represent the address at which correspondence will be received.
ARTICLE II: DEFINITIONS AND ABBREVIATIONS
The following understandings, definitions and abbreviations are used:
2.1 ‘CARP’ is a not-for-profit association with the mission* to advance the interests of Canadians as we age. (See attached full Mission Statement).
2.2 ‘Chapter’ means the Barrie and Area Chapter of CARP.
2.3 ‘Member in good standing’ means an individual who possesses a valid membership card in his/her own name issued by CARP.
2.4 ‘Board’ shall refer to the Board of Directors comprising members of the Chapter in good standing who are elected in accordance with these by-laws.
2.5 Chair and Vice-Chair refer to the Chapter Chairperson and Vice-Chairperson.
ARTICLE III: OBJECTIVES
3.1 To support, promote, organize or take part in activities that are within the mission of CARP and in the best interests of members;
3.2 To provide a means through which members can engage in meaningful community service activities and sustain a productive relationship with CARP National Office;
3.3 To help foster equality of opportunity for aging Canadians by promoting their continued growth and development, self-respect, self-confidence and purpose by encouraging their participation in contemporary life and by stimulating public awareness of the rights and interests of an aging population and recognition of its potential;
3.4 To devote the energies of the chapter to furthering its goals of advancing and improving the well-being of aging Canadians;
3.5 To co-operate with other non-partisan groups in advocating for measures which may directly or indirectly advance and protect the rights and interests of Canadians as we age;
3.6 To investigate and negotiate benefits which may be available to Chapter members;
3.7 To carry on without purpose of gain for any member. Any profits or other accreditations to the Chapter shall be used solely to promote its objectives.
ARTICLE IV: MEMBERSHIP & GOVERNING AUTHORITY
4.1 Any individual who is in good standing within CARP shall be deemed to qualify for Chapter membership upon the payment of the annual membership fee as set out by the National Office.
4.2 Failure of any individual member to maintain membership in good standing in CARP shall automatically result in the termination of such individual’s membership in the Chapter and such associate membership in the Chapter, when based on such individual’s membership.
4.3 Associate members shall be persons who share a household with a CARP individual member in good standing, and are associate members in good standing of CARP and who are accepted as members of the Chapter. Associate members shall have the same rights as individual members except that they are not eligible to hold an elected position or to chair committees or to have voting privileges.
4.4 Each individual member shall be entitled to one vote on each matter submitted to a vote of the members.
4.5 The membership is the governing authority of the Chapter. A majority vote at any general meeting shall determine the outcome of any resolution or issue, except a By-law Amendment which shall require a 2/3 vote of members present.
4.6 When the Chapter is not in a general meeting, the Board Members shall conduct the ordinary business of the Chapter and shall decide upon issues which require attention.
ARTICLE V: FISCAL YEAR
5.1 The fiscal year of the Chapter shall end on October 31 of each year or as the Board may from time to time determine.
ARTICLE VI: OFFICERS AND DUTIES
6.1 The Officers of the Chapter shall be the Chair, Vice-Chair, Treasurer, Secretary and the immediate Past Chair.
6.2.1 The Directors of the Chapter shall be elected by the members at the Annual Meeting of members. The Directors shall hold office for a term of two years. Each Director shall hold office until a successor is elected. A vacancy in any office shall be filled by the Board, subject to the approval of the members at the next Annual General meeting.
6.2.2 The new Board will meet as soon as possible after being elected and elect the Chapter’s officers. The outgoing Chair will be responsible for calling this first meeting and shall chair same.
6.2.3 The Board shall promptly implement decisions made at a general meeting and will supervise matters on behalf of the membership between general meetings.
6.2.4 The Board will form such committees as may be needed from time to time to carry out the activities of the Chapter.
6.3 The Chair shall be the Chief Executive Officer of the Chapter and shall preside at all General, Board and Special Meetings. The Chairman shall act in consultation with the Board and, as appropriate, with members at a General Meeting.
6.4 The Vice-Chair shall assume the duties of the Chair in his/her absence and if the Chair is unable to carry out his/her duties, the Vice-Chair shall assume the office of Chair for the balance of his/her term.
6.5 The Secretary shall record the minutes of all General, Board and Special meetings and shall distribute copies to members of the Board and the general membership as appropriate. The Secretary shall give notice for all General, Board and Special meetings and, in consultation with the Chair, prepare and circulate an agenda for each meeting. The Secretary shall be responsible for the maintenance of all records of the Chapter.
6.6 The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Chapter and provide a report of same to each General and Board meetings; shall deposit all monies and other valuable effects in the name and to the credit of the Chapter in such financial intuition(s) as may be designated by the Board. The signing officers of the chapter shall be any two of the Chair, Vice-Chair, Treasurer and Secretary.
6.7 The immediate Past-Chair shall normally act as Chair of the Nominating Committee.
ARTICLE VII: BOARD OF DIRECTORS
7.1.1 The number of directors of the chapter, including the officers listed below shall consist of not less than five (5) and not more than twelve (12).
7.1.2 The following officers of the chapter shall be directors for a term equal in length with their respective terms of Office: Chair, Vice Chair, Secretary, Treasurer and immediate Past Chair.
7.1.3 The Immediate Past Chair shall be a Non-Elected Ex-Officio of the Board.
7.1.4 The Board shall be elected at the Annual General Meeting. Up to half of the members of its Board shall be elected for a two-year term on even years and half of the Board members shall be elected for a two-year term on odd years. Vacancies due to resignation, death or dismissal shall be filled for the unexpired term by election. The Board may appoint an individual member to be a Director if a vacancy occurs at any time following an annual general meting, except within two months of an upcoming AGM. A board member commitment shall be reviewed when three (3) executive board meetings are missed in any calendar year. After a meeting with the board, a decision will be made for member to resign, be replaced or stay on the board.
7.1.5 Elected members of the Board may stand for re-election and may serve for, at most, four (4) consecutive years.
7.2. The Board shall be responsible for the control and management of the affairs, property and interest of the Chapter, for keeping the National Organization CARP informed of all activities of the Chapter, for complying with all reporting requirements of the National Office of CARP, for guiding the Chapter so that the various provisions of the National Articles of Incorporation, including the purpose for which the Chapter was organized as set forth therein, are complied with, and for making recommendations and suggested programs.
7.3 Other meetings of the Board shall be held at least six (6) times each year as scheduled or when called by the Chair or by one-third of the number of directors at such time and place as may be specified in the notice thereof.
7.4 Notice of any meeting of the Board of Directors shall be given at least fourteen (14) days previously thereto by written notice delivered personally or sent by mail or email to each director at his/her address as it appears on the records of the chapter. If mailed, such notice shall be deemed to be delivered when deposited in the Canadian Mail in a sealed envelope so addressed, with postage thereon prepaid.
7.5 Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
7.6 The board may enact By-Laws or pass resolutions to fulfill the Chapter’s objectives and obligations.
ARTICLE VIII: MEETINGS
8.1 There shall be at least one (1) General Meeting in each calendar year at time and location to be determined by the Board. If more than one meeting is held, one shall be designated by the Board as the Annual General Meeting (AGM).
8.2 The Secretary shall give adequate and appropriate notice for each General Meeting using the media and any other means at least one month prior to the meeting.
8.3 Any resolution presented at a General Meeting shall be disposed by a majority vote of members of the Chapter in good standing.
8.4 The business of the AGM shall include the presentation of Reports by the Chair, by the Treasurer, reports of Committees and the election of the Board of Directors.
8.5 In the absence of the Chair, the Vice Chair shall be the Chair of a General Meeting and in the absence of both the Chair and Vice-Chair, the attendant membership shall elect a member present to Chair the meeting.
8.6 The quorum of a General Meeting shall be twenty (20) members.
8.7 The quorum for a meeting of the Board shall be a majority of Directors.
8.8 A Special General Meeting of the Chapter shall be called by the Board upon the request of at least ten (10) members of the Chapter. This request should be in writing and specify the reasons for the request. Such a meeting shall be held within two (2) weeks of receipt of a request and the only item of business shall be to deal with any issues raised by the request.
8.9 The governing authority of the Chapter is vested in the membership. With the exception of a resolution to amend the Constitution, a majority vote by the membership at a general meeting shall determine the outcome of any resolution presented at such meeting.
ARTICLE IX: VOTING
9.1 Members of the Chapter in good standing shall be entitled to vote on any resolution presented at a General Meeting.
9.2 Voting on a resolution shall normally be by show of hands unless otherwise requested by the membership.
9.3 The election of members of the Board of Directors shall be by ballot unless a member is declared elected by acclamation.
9.4 The vote on a resolution to amend the By-Laws requires an affirmative vote by at least two-thirds (2/3) of the members present at the meeting, and shall be recorded in the minutes and announced to the membership.
9.5 In the event of a tie vote, the Chair shall have a tie-breaking vote in addition to his/her regular vote.
ARTICLE X: COMMITTEES
10.1 The Board may, from time to time, establish various committees necessary to the smooth operating of the Chapter. The Chair and committee members must be Chapter members.
10.2 The Nominating committee shall consist of at least three (3) members appointed by the Board of Directors at least sixty days prior to the Annual General Meeting. The committee shall prepare a list of directors and submit the slate for consideration14days (2 weeks) in advance of the Annual General meeting. As well, the nominating committee shall inform the general membership of the number of those who have declined to allow their names to stand.
ARTICLE XI: CHAPTER RESTRICTIONS
11.1 CARP and the Chapter are( and intended to remain so) independent organizations devoted to furthering the mission of CARP and to carrying out the purposes set forth in Article II of the CARP Chapter By-laws. The Chapter’s activities shall be conducted with the utmost observance of ethical standards and propriety of conduct.
11.2 The Chapter shall not independently arrange for, or offer to chapter members, any commodities or services already offered by CARP to its members. Such activities, if carried on by the Chapter, would diminish the strength of CARP, whose responsibility to the total membership the Chapter must support.
11.3 Neither the Chapter, nor any committee, subdivision, director, officer, agent, or representative of the chapter shall permit or hold himself or herself out as an agent or solicitor of any service offered by CARP to its members.
ARTICLE XII: WITHDRAWAL OF CHAPTER RECOGNITION AND DISSOLUTION
12.1 The Chapter shall be organized and operated in conformity with the purposes set forth in Article II of the CARP By-Laws and the policies and standards formulated by the Board of Directors of CARP. The Board of directors of CARP may withdraw recognition of the Chapter as a local Chapter of CARP for recurrent failure to conform to the policies and standards of CARP and/or failure of the Chapter to comply with any of the provisions contained in the Chapter By-Laws.
12.2 Such recognition shall be withdrawn only after investigation of the situation by the Board of Directors of CARP (nationally). Withdrawal of recognition shall become effective immediately upon the decision by the Board of Directors of CARP. In addition, notwithstanding any other provisions of the Chapter or these By-laws to the contrary, after withdrawal or suspension of recognition all voting rights shall thereafter be vested solely in CARP, the National Organization Member. The voting rights which would otherwise be vested in the individual members shall thereupon have the right to remove any officer or director, with or without cause, at any time.
12.3 Upon the withdrawal of its recognition, the Chapter shall not, without the express written consent of CARP, conduct its affairs, or otherwise identify or hold itself out to the public as a local Chapter or other affiliate of CARP
12.4 CARP may at its discretion legally dissolve a Chapter after its recognition has been withdrawn or after a Chapter has otherwise voluntarily dissolved.
ARTICLE XIII: RELATIONSHIP WITH OTHER ORGANIZATIONS OR ASSOCIATIONS
13. Holding office, or being a director, in another organization or association whose objects and purpose are similar or related to those of CARP may lead to conflict with the responsibilities of a Chapter officer or director to the Chapter and to CARP. A prospective, or current Chapter officer or director, shall declare the potential conflict to the Chapter Board for resolution. Failure to comply with the provisions of this article shall be deemed a violation of these By-Laws and shall require the resignation of such person as an officer or director of the Chapter.
ARTICLE XIV: FINANCIAL/FINANCIAL STATEMENTS
14.1 Financial Statements will be presented for approval at the AGM based on the previous year and year to date.
14.2 Any expenses over the amount of $500 have to be approved at executive meeting before proceeding with the project and/or expense.
ARTICLE XV: AMENDMENTS TO THE BY-LAWS
15.1 These By-Laws, with the exception Article XII, may be amended by a two-thirds (2/3) majority vote of members present and voting at a General Meeting of the Chapter.
15.2 Notice of any proposed amendment shall be given in writing to the Secretary at least thirty (30) days prior to a scheduled General Meeting.
15.3 The Secretary shall refer any proposed amendment to the National Office of CARP to ensure that such amendment is consistent with national policies.
1544.4 The Board shall give at least ten (10) days notice of motion to the membership of any proposed Constitutional amendment.
Approved at the Annual General Meeting held in Barrie, Ontario on November 16, 2010.
CHAIR: Gwen Kavanagh (original signed by)
VICE CHAIR: Marjory Scott (original signed by)
SECRETARY: Kelly Patterson (original signed by)
Submitted to CARP National Office on November 25, 2010