Constiution


ARTICLE 1 – Name
The organization shall be known as the Guildwood Village Community Association.
ARTICLE 2 – Naming conventions
The following shall be commonly used terms throughout this constitution: Association, Officers, Directors at Large, Special Meetings, Annual General Meeting, Executive Committee, Board of Directors
ARTICLE 3 – Community Association Boundaries
The boundaries of the Community Association shall be as follows:
Commencing at the centre line of the mouth of the creek east of Greyabbey Trail, northwest to the railway tracks.west to the centre of Kingston Road, southwest to the centre of Guildwood Parkway, south to the northern property line of the most northerly residential lots fronting on Grandor Court, Avonmore Square, Sir Raymond Drive, Catalina Drive, Heathfield Drive and Sylvan Avenue, and backing on the escarpment, west to encompass Sylvan Park following the established boundary to Lake Ontario; and east to the point of commencement.
For greater certainty the territorial boundaries of the Association are outlined in red in the map attached as Schedule “A” – being Guildwood Community PL0682 Revised September 1986. In case of conflict between the description outlined on the map and the word description above, the map shall prevail.
ARTICLE 4 – Objects
The objects of the Association are to foster the betterment of conditions within the Area and, without limiting the generality of the foregoing,
1. To promote community activities
2. To act without political affiliation;
3. To promote interest and participation in local municipal affairs
4.  To represent the interest of the members of the Association to
1. all levels of government:
2. government officials (elected representatives and staff); and
3. other organizations.

ARTICLE 5 – Fiscal year
The fiscal year of the association shall end on December 31st each year.
ARTICLE 6 – Membership
• Membership in the association is open only to residents and/or individuals who own or rent real property within the community association boundaries (as defined in Article 3) and is limited to individuals who are 18 years of age or older

• Membership is on payment of one fee per household entitling eligible members of that person’s household to membership.
• Membership shall be for the fiscal year or, if the fee is paid after the start of the fiscal year, for the balance of the fiscal year. The fiscal year to which the membership fee applies shall be stated on the membership receipt issued.
• The amount of the membership fee for each fiscal year shall be determined by the Executive from time to time.

ARTICLE 7 – Associate membership
1. Associate membership in the association is open to anyone 18 years or over who regularly frequents the Area (as defined in Article 3)
2. Payment of associate membership entitles the person to all the privileges of a member except the following
• Delivery of the News and Views
• Voting rights

ARTICLE 8

8.1 – Officers
The officers shall be members of the Association and shall be elected at an Annual General Meeting and shall be President, Vice-president, Treasurer and Secretary and shall constitute the Executive Committee of the Board of Directors.
8.2 – Board of Directors
1. The Affairs of the Association shall be managed by a duly elected Board of Directors, each a member of the Association.. It shall consist of the Officers (4), the immediate Past President (non-voting) and Directors at Large elected at an Annual General Meeting.
2. Should a member of the Board resign their position during their term as a Director, the Board may select and appoint another member of the Association to the position until the next Annual General Meeting. At that time the vacant position on the Board will be filled through election for the remaining term of the resigning member.
3. From time to time the Board may add a member as it deems appropriate and that Board member must be elected at the next Annual General Meeting.

ARTICLE 9 – Amendments to the constitution
• Notice of motion to amend any part of the Constitution shall be given in the notice calling a special meeting of the Association at which the proposed amendment is to be presented.
• Amendments shall receive the affirmative vote of at least two thirds of the votes cast at a duly constituted meeting of members of the Association.
BY-LAWS
SECTION 1 – Terms of office
• All members of the Board of Directors will serve three (3) year terms with no limit on the number of terms served and the terms will be staggered.
• No officer shall be permitted to hold the same office for more than one term unless no candidate for the office has been nominated. Absence from office for one year shall entitle a former Officer to again stand for election to the office formerly held.
• A member of the Board of Directors may be removed from office if:
• he/she conducts himself/herself in a manner deemed prejudicial to the interests of the Association in the opinion of at least two thirds of the Board of Directors; and
• he/she has missed three consecutive meetings without the prior consent of the Board via resolution or, if at a Special General Meeting of the members a resolution that he/she be removed from office is passed by a majority of at least two thirds of the members present.

SECTION 2 – Quorum
• A meeting of the Board of Directors must have a Quorum. A quorum shall consist of a majority of the Board of Directors.
• General meetings (both the Annual General meeting and any Special General Meeting) at which a vote is to be taken must have a quorum. A quorum shall consist of a minimum of ten members who are not on the Board of Directors and at least three members of the Board of Directors.
SECTION 3 – Voting
• Voting rights at a General Meeting of members shall be limited to one per member household. There shall be no voting by proxy in any form.
• Voting procedures for General Meeting shall be according to an established protocol, determined by the Executive Committee from time to time.
• Each member of the Board of Directors shall have one vote in any matter requiring a majority vote of the Committee. Should a tie vote occur the President will cast the deciding vote.
SECTION 4 – Meetings
4.1 Annual General Meeting
The Annual General Meeting shall be held as early as possible, but no later than 90 calendar days into the fiscal year. Written notice of the meeting shall be published in the New & Views in the issue preceding the Annual General Meeting. The agenda and supporting documents will be posted on the website at least two weeks in advance of the meeting. The agenda for the annual General Meeting shall include the approval of the Minutes of the immediately preceding Annual General Meeting, the Treasurer’s Report, the President’s Report, any special presentations and the election of Officers and Directors.

A person who is not a Member may not speak on any question without the leave of the Chairman.
4.2 Special General Meetings
A Special General Meeting may be called at the discretion of the President or at the written request of 5 % of the membership.
4.3 General Meeting Logistics
Written notice of either type of Special General Meeting shall be broadly communicated within the community at least 48 hours in advance of the meeting.
Meetings shall take place at a suitable location preferably within the community association boundaries as defined in Article 3
4.4 Board of Directors
Meetings of the Board of Directors shall be held at the call of the President. There shall be at least ten meetings of the Board of Directors during each fiscal year, in addition to the General Meetings of the membership.
SECTION 5 –Committees
• The Board of Directors shall, from time to time at its discretion, appoint committees as may be required. These committees shall be responsible to and can be dissolved by the Board of Directors.
• Committees will take no action without the prior approval of the Board of Directors

• Each committee, whether Standing or established for a specific purpose, will have a terms of reference approved by the Board of Directors

SECTION 6 – Duties of officers
President
The President shall:
• Act as Chair for all Board, Executive Committee, Special and General Meetings,
• Shall exercise general supervision over the affairs and activities of the Association,
• Shall ensure that an agenda is prepared for each Meeting,
• May serve as ex-officio member of any committee and
• May delegate that role (ex officio) to another member of the Executive Committee as is appropriate.
Vice-President
The Vice-president shall perform the duties of the President in his/her absence, or when specifically asked by the President to do so.
Treasurer
The Treasurer shall:
1. Maintain appropriate books of accounts and financial records;
2. Deposit all funds in a financial institution approved by the Board of Directors
3. Submit a financial report to each Board meeting;

4. Submit appropriate financial statements to the Annual General Meeting for the preceding fiscal year
Secretary
The Secretary shall:
1. Make a record of minutes of the Executive Committee of the Board, Board and any General Meetings;
2. Be the custodian of the minutes and other official documents of the Association, including the completed annual membership roll;
3. Attend to correspondence as directed by the Board of Directors

4. Act as the recipient of all nominations for office
SECTION 7 – Signing Authority
All payments shall be prepared by the Treasurer and shall be approved by any two of the authorized approvers as follows:
President,
Vice-president, or
Treasurer.
Disbursements shall only be made by a method which requires that each payment to have two authorized approvers to allow for the disbursement of funds.
SECTION 8 – Duties of the Executive Committee
The Executive Committee of the Board of Directors will be responsible:
• To call meetings of the Board and members;

• To prepare the agenda of the Board and members meetings in consultation with the Board;

• To ensure that adequate background material is made available for the Board and members to prepare for meetings;

• To ensure that the Board is addressing all of its areas of responsibility, including compliance with applicable regulations;

• To ensure that an Annual Report on Board activities is presented at the Annual General Meeting;

• To ensure that members are kept informed of Board activities throughout the year;

• To interpret and clarify By-laws, policies and decisions of the Board;

• To provide leadership within the Association.
SECTION 9 – Duties of the Board of Directors
The Board of Directors shall exercise general control over the affairs of the Association, including the following:
1. The appointment of an auditor and defining the auditor’s function as necessary from time to time
2. The appointment of standing and ad hoc-committees including terms of reference as appropriate
3. The arrangement of topical meetings for members, as appropriate, from time to time;
4. The maintenance of appropriate insurance, including liability insurance
5. The determination of voting procedure for General Meetings
SECTION 10 – Nominations
• A Nominating Committee shall be appointed by the Board of Directors and chaired by the Vice-President and shall consist of at least two members of the Association who are not members of the Board of Directors.
• The Nominating Committee shall prepare a slate of candidates for presentation at the annual Meeting, and shall obtain the prior written approval of every person to be nominated.
• Nominations will open 45 days in advance of the election and close the day prior to the election.
• The call for nominations will be published in the Winter issue of the News & Views, and through both Facebook and eNewsletter as well as on the Association website.

• Nominations will be submitted to the Secretary of the Association. Nominees will be presented on behalf of the Nominating Committee at the Annual General Meeting
• A returning officer, who is not a member of the Board of Directors, will be appointed by the Board.
SECTION 11 – Official Publication
The Guildwood News and Views shall be the official printed publication of the Guildwood Village Community Association supported by other media vehicles as approved by the Board of Directors.
ARTICLE 12 – Records Retention and Disposition
The minutes, reports and correspondence of the Association are its property and are administered by the Secretary according to retention and disposition schedules approved by the Board of Directors. Records no longer required for operational purposes are to be deposited in an archival depository as directed by the Board of Directors.

Schedule B
THE GVCA OPERATING PRINCIPLES
• The Association is committed to a safe, healthy and secure environment.
• The Association is committed to the highest standard of ethics in all of its relationships.
• The Association encourages, values and respects each individual’s contribution – both residents and people who work within the community.
• Every resident, as well as everyone who works within the community counts.
• The Association takes pride in its activities and in the community.
• The Board of Directors assumes a leadership role when the committee believes this is an appropriate course to take.
• The Association as a whole, and the Board of Directors specifically, functions as a “Resource Pool” for the Guildwood Community; by working in partnership with other community groups, the Association plays a vital role in helping them achieve their objectives.
• The Association functions as a self-sufficient organization, and is not dependent financially on any other business, individual or organization to carry out is day-to-day or scheduled activities.
• At the end of each term of office, each member of the Board of Directors is responsible for meeting with his or her replacement to pass on, in good order, all relevant information and files.
• These operating principles are to be used by the Board of Directors to assist in day-to-day operations of the Association as well as to provide a base for decision-making.

THE GVCA CODE OF ETHICS

This Code of Ethics consists of moral obligations aimed at upholding the dignity and integrity of The Guildwood Village Community Association. It is designed to assist the operating efficiency of the Association as a whole, and the Executive Committee specifically, in the interpretation of the aims and objectives of the Association.

ARTICLE 1

The first duty of the association must be to strictly observe its Constitution, by-laws, and amendments, equally and without regard to race, creed, colour, religion, ethnic origin, sex or political affiliation.

ARTICLE 2

The executive committee respects the confidentiality of all information relevant to the Association’s business, including membership and other lists collected as a result of Association activities.

ARTICLE 3

The executive committee carries out all the Association’s affairs in a financially responsible and timely manner.

ARTICLE 4

The Association welcomes the interest of people who live outside the designated boundaries.

ARTICLE 5

The Association must be sensitive to personal problems and financial needs of residents particularly with regard to membership fees, program/activity participation and registration in scheduled activities.

ARTICLE 6

The executive officers of the Association will be circumspect about remarks or activities which may have direct bearing on discussions or decisions undertaken by the Executive Committee.

ARTICLE 7

The executive officers of the Association will be most circumspect in their remarks or activities concerning the genuine attempts of other groups or organization to resolve problems, and attempt solutions through negotiation and compromise.

ARTICLE 8

The Association is prepared to help new community groups and association who need advice and resources to become successfully established.

ARTICLE 9

The Association shows no political or organizational affiliation. The Association executive committee is obligated to work closely with elected and city officials as well organizational representatives to provide relevant, up-to-date information to the community.

ARTICLE 10

The officers of the Association will be forthright in the conduct of its affairs.

ARTICLE 11

Association officers will always act and conduct business in a manner which cannot be construed as being for the financial gain of any individual or private group from within its executive.

ARTICLE 12

The Association will hold regular meetings and officers will conscientiously attend.

ARTICLE 13

Meetings will be conducted in an orderly manner according to accepted protocol.

ARTICLE 14

The Association’s Executive Committee will maintain a complete and accurate record of all its business. Each member of the Executive Committee will maintain up-to-date records relevant to that office.

ARTICLE 15

Each member of the Association’s Executive Committee by example, serves as a role model within the community. All members will conduct themselves in a business-like manner, sensitive to the needs of the community, observing and up-holding the rules and regulations of the Association. Executive Committee members will observe that participation and enjoyment count far more than winning.

ARTICLE 16

The Association Executive Committee will observe at all times a due respect for the Laws of the Land, Federal, Provincial and Municipal.