This section contains the full constitution for the CTCA

Crescent Town Community Association

CONSTITUTION                                                                                                                                

AIMS

1.      To improve the quality of life in Crescent Town by developing programs and improving communication to meet the needs and interests of the community; 

2.      To effectively represent and co-ordinate the activities of groups and individuals within the Crescent Town community.   

OBJECTIVES

1.      To gather information to help define unmet needs and to document the need for continuation of existing services. 

2.      To develop new services or programs to meet identified needs within the Crescent Town community. 

3.      To raise and allocate funds to various community initiatives which would benefit the community as a whole. 

4.      To provide information about community events and activities or programs to meet specific needs. 

5.      To improve communication and promote co-operation among all the different organizations that operate within Crescent Town. 6.      To provide an umbrella organization for its component groups and individuals in order to speak for them and advocate their concerns to the larger community.

BY-LAWS  

Article  I   -   Name 

1.                  (1)   The name of the organization shall be the Crescent TownCommunity Association, hereinafter referred to as the Association.  

Article  II   -   Aims and Objectives 

2.                  (1)   The association agrees to organize and accept the Aims and  Objectives as stated in the Constitution.  

Article  III   -   Definitions 

3.                  (1)   The Act refers to the Corporations Act.                                                                                                                               

Article  IV   -   Membership 

4.                  (1)   Any person eighteen (18) years of age or over who lives or works in Crescent Town, or is a member of the Crescent Town Club is eligible for membership in the Association. 

(2)   The Board of Directors may set membership dues subject to sixty  (60) days notice before implementation. 

(3)   A membership list will be maintained by the Secretary. 

(4)   Any organization which provides service or resides in CrescentTown is eligible for membership.  Representatives to the Association appointed by such organizations have the same Rights and privileges of membership as Individual Members.   

Article  V   -   Meetings of Members 

5.                  (1)   The Board of Directors shall decide the time and place of all  general meetings. 

(2)   The Association may hold general meetings at such times as theBoard of Directors may deem necessary. 

(3)   The Association shall hold Annual General Meeting not more thanfifteen (15) months after the preceding Annual Meeting. 

(4)   The annual meeting shall be called for the purpose of hearing and receiving reports and statements required by the Act and By-laws of the Association and other such business as may be properly brought before the meeting.  In particular, the following business will be transacted:

(a)       electing Directors

(b)       appointing an Auditor and setting or authorizing the Board of Directors to fix the Auditor’s remuneration. 

(5)   Special General Meetings shall be called if a petition is submitted to the Secretary of the Board by not fewer than twenty (20) members with a statement of the business for which it is called.  The Board must respond to this request by calling a general meeting within thirty (30) days. 

(6)   Special general meetings shall deal only with the business for which the meeting is called. 

(7)   At least ten (10) days written notice of every general meetingspecifying the place, the date and the hour thereof and the nature of the business to be presented shall be given to the membership.  Written notice shall be given not fewer than forty-five (45) days prior to the Annual General Meeting. 

(8)       At a general meeting a quorum shall be twenty (20) members of the Association. 

(9)       At each general meeting every member shall be entitled to vote.  Only members in attendance may vote at a general meeting.  Voting at general meetings shall be by a show of hands, except for election of Directors, which shall be by secret ballot. 

(10)     Attendance at the Annual General Meeting is not required for an individual to be nominated or elected a Director provided he consented in writing before his election or within ten (10) days thereafter. 

(11)     At all general meetings every question, unless otherwise specified in a Declaration, shall be decided by a majority of votes cast on the question.  In the case of equality of votes the Chair of the meeting shall be entitled to a second or casting vote.  The election of Directors shall be decided by plurality.  

Article  VI   -   Board of Directors 

6.                  (1)   A Board of Directors shall be composed of ten (10) members to be elected in the following manner: 

Permanent Director

One individual will be appointed to the Board of Directors by each of the following organizations:

             -           Crescent Town Club Inc.

             -           Crescent Town Home and School Association

             -           Crescent Town Market Place Association

             -           Crescent Town Tenants’ Association

             -           York Condominium Corporation No. 76 

Elected Director

A total of five (5) individuals will be elected at the Annual General Meeting by the general membership. 

Representation

No individual may represent more than one group or organization on the Board of Directors.  No individual may be an Elected Director and Permanent Director at the same time. 

(2)   No undischarged bankrupt or mentally incompetent person shall be a Director and if a Director becomes a bankrupt or a mentally incompetent person he thereupon ceases to be a Director. 

(3)   The term of office for each Director is for one (1) year. 

(4)   There is no limit on the number of terms a Director may serve. 

(5)   At all meetings of the Board a quorum shall be a majority ofmembers of the Board of Directors. 

(6)   At all meetings of the Board every question, unless otherwisespecified in a By-law shall be decided by a majority of votes cast on the question.  In the case of equality of votes the Chair of the meeting shall be entitled to a second or casting vote. 

(7)   Meetings of the Board shall be held not less than one time duringeach calendar quarter and at such other times as the Board shall determine.  

Article  VII   -   Executive Officers 

7.                  (1)   There shall be a President, a Vice-President, a Secretary and a Treasurer.  No one person may hold more than one office.  

(2)   Officers are to be elected from among the Board of Directors at  the first Board meeting following each Annual General Meeting. 

(3)   If a vacancy occurs in the Executive such position may be filledby the Board from among its members. 

(4)   The President shall, when present, preside at all meetings of themembers of the Association and of the Board.  The President shall also be charged with the general management and supervision of the affairs and operations of the Association.  The President with the Secretary, or other officer appointed by the Board for the purpose, shall sign all By-laws and membership certificates.  During the absence or inability of the President his duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other Director as the Board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. 

(5)   The Secretary shall be ex officio clerk of the Board.  He shall attend all meetings of the Board and record all facts and minutes of the proceedings in the books kept for that purpose.  He shall give all notices required to be given to members and to Directors.  He shall be responsible for maintaining a membership list.  He shall be custodian of the seal of the Association and of all books, papers, records, correspondence, contracts, and other documents belonging to the Association which he shall deliver up only when authorized by a resolution of the Board to do so and to such persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board. 

(6)   The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank as may from time to time be designated by the Board.  

Article  VIII   -   Liability 

8.                  (1)   No Director or Officer of the Association shall be liable for any act,  neglect or default of any other Director or Officer, or for joining in any act for conformity, or for loss 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 monies 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 monies, securities or effects of the Association shall be deposited, or for any loss occasioned by an error of judgment or oversight on his part or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same shall happen through his own dishonest or fraudulent act. 

(2)   Every Director and Officer of the Association and his heirs,executors and administrators and estate and effects respectively shall 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 any such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, except any dishonest or fraudulent act;            

(b)      all other costs, charges and expenses which he properly sustains or incurs in or about or in relation to the affairs of the Association. 

(3)   The members may, by resolution passed by two-thirds (2/3) of the members present at a duly constituted general meeting called for that purpose, remove any Director prior to the expiration of his term of office, providing: 

(a)         the Board finds his performance unsatisfactory, and

(b)         the Board recommends the removal of a Director to the membership,or (c) a petition of the members requests a Special Meeting to remove a Director. 

(4)   Members of the Board are expected to give written notice ofresignation to the President. 

(5)   The absence of a Director from three (3) consecutive Boardmeetings without notice or cause shall constitute a vacancy. 

(6)   A By-election at a Special General Meeting shall be held to fill a vacancy where a Director has vacated, died, resigned or been removed. 

(7)   Directors and Officers may not receive remuneration unless stipulated by By-law.  

Article  IX   -   Sub-Committees 

9.                  (1)   The Board shall appoint sub-committees as required.  

(2)   Any member of the Association may serve on any sub-committee.   

(3)   Each sub-committee may elect a Chairman, a Vice-Chairman, a Secretary and a Treasurer. 

(4)   Each sub-committee shall include at least one member of theBoard. 

(5)   Each sub-committee shall establish a schedule of meetings andreport regularly on its activities to the Board. 

Article  X   -   Financial Arrangements 

10.             (1)   Unless otherwise ordered by the Board, the fiscal year of the  Association shall terminate on the thirty first (31st) day of December in each year

(2)   For the purpose of signing all contracts, cheques, bills of exchange or other orders for the payment money, notes or other evidences of indebtedness issued in the name of the Association the Signing Officers shall be any two (2) of the four (4) Executive Officers of the Association. 

(3)   The securities of the Association shall be deposited for  safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board.  Any and all securities so deposited may be withdrawn from time to time only upon the written order of the Association signed by such officers or agents of the Association, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances.  The institutions, which may be so selected as custodians by the Board, shall be fully protected in acting in accordance with the direction of the Board and shall in no event be liable for the due application of the securities so withdrawn from the deposit or the proceeds thereof. 

(4)   The Board of Directors may from time to time:            

(a)      borrow money on the credit of the Association; or            

(b)      issue, sell or pledge securities of the Association; or            

(c)      charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Association. 

(5)   From time to time the Board may authorize any Director, Officeror employee of the Association, or any other person, to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Association as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of the money by the Association.  

Article  XI   -   Miscellaneous 

11.             (1)   In these By-laws and in all other By-laws of the Association hereafter passed, unless the context otherwise requires, works importing the singular number or masculine gender shall include the plural number or the feminine gender, as the case may be. 

(2)   Should the Association wish to amend its By-laws it shall give  notice of motion to this effect at a General Meeting and the proposed amendment shall be voted at the next General Meeting of the Association provided at least 28 days notice be given of the General Meeting of the Association at which the proposed amendment shall be voted.  A By-law amendment shall require a two-thirds majority of those present to be carried. 

(3)   The Board shall see that all necessary books and records of the   Association required by the By-laws of the Association, or by any applicable statute or law, are regularly and properly kept.  

HISTORY OF BY-LAWS  

Recommended by By-law sub-committee:                        February 24, 1992

Notice Given at General Meeting:                                       March 31, 1992

Adopted by the Steering Committee:                                 May 11, 1992

Adopted (as amended) at General Meeting:                     June 30, 1992

First Annual General Meeting: (Including Elections):        October 26, 1992 

AMENDMENTS

Recommended by By-law sub-committee:                        February 28, 1994

Adopted by the Board of Directors:                                    June 15, 1994

Adopted (as amended) at General Meeting:                     October 24, 1994 

Date: October 24, 1994

BY-LAW NO. TWELVE (12)

BEING A BY-LAW TO AMEND BY-LAW NO. SIX (6)  

Whereas the Board of Directors of the Crescent Town Community Association deem it advisable to amend By-law no. Six (6) of the Association; NOW THEREOF the Board of Directors of the Crescent Town Community Association ENACTS as follows:

1.   Paragraph number 1 of By-law No. Six (6) of the Crescent TownCommunity Association is amended by deleting the paragraph and replacing it with the following: 

(1)          A Board of Directors shall be composed of ten (10) members to                be elected in the following manner:        

Permanent Director

One individual will be appointed to the Board of Directors by each of the following organizations:

             -           Crescent Town Club Inc.

             -           Crescent Town Home and School Association

             -           Neighbourhood Information Center

             -           Crescent Town Tenants’ Association

             -           York Condominium Corporation No. 76 

Elected Director

A total of five (5) individuals will be elected at the Annual General Meeting by the general membership. 

Representation

No individual may represent more than one group or organization on the Board of Directors.  No individual may be an Elected Director and Permanent Director at the same time.