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By-Law Changes Ready to Go for 2016

on Mon, 03/14/2016 - 14:07

With the 2016 Annual General Meeting coming up fast we have a number of By-Law changes being proposed to be voted on at the meeting. These have all gone out to the membership a little over two weeks ago, but for convenience here they are again.

 

These changes merely clear up a number of peculiarities and inconsistencies in the existing By-Laws. As you will see, none of them affect Recyclore's purpose, methods, structure, procedures or protocols in any meaningful way. Really they just bring the By-Laws in line with how Recyclore operates and has been operating for years.

 

OK, admittedly this sort of thing is not the most riveting reading, but it is important, and it is here for transparency.

Amendment # 1

Current By-Law

Article 2: Geographic Boundaries

The primary geographical boundaries of Recyclore are from the region of Ottawa’s old West End before amalgamation. They are delineated by the following roads as the boundaries to the primary region: Eastern boundary of Sherbourne, Maitland, Clyde, Merivale and Prince of Wales Drive; southern boundary of Hunt Club Road; northern boundary of the Ottawa River, and western boundary of NCC greenbelt east of Kanata.

Proposed amendment:

Remove Article 2 (geographic boundaries) completely, and all references to it (Art 3, 4, 7 etc below)

Rationale:

The By-Law was created on the presupposition that the organization could become dominated by volunteers from other parts of the City who could then vote to move the organization out of the West End. Hence the creation of this completely arbitrary geographical region which appears in By-Laws and policies only in reference to people’s eligibility to be members of Recyclore, and for no other purpose.

  1. In the first place, given that people are generally loath to travel long distances to donate their time it is unlikely that Recyclore will ever become dominated by volunteers from outside of the West End area. Should it actually happen, it is even more unlikely that there would be a preponderance from one specific neighbourhood to which they would want Recyclore moved. As such the By-Law is unnecessary;
  2. In the absurdly unlikely eventuality that Recyclore is dominated by volunteers from one particular distant neighbourhood such as Ottawa South or Orleans, then the Organization should move closer to the people who support it and not remain in an area of the City that is apparently uninterested in maintaining it. As such the By-Law is counter-productive to the long term health and vitality of the organization;
  3. Where volunteers not only give their time and energy to Recyclore, but actually travel a fair distance to do so (we have now, and in the past have had a number of such dedicated, wonderful people), their efforts are not only not recognized, they are in fact punished by being disqualified from membership in the organization that they support. As such the By-Law is counter-productive in that it discourages people from volunteering with Recyclore;
  4. The By-Law places a completely useless burden on the organization in that it requires that we track where volunteers live relative to the boundaries and assess every volunteer as to whether they qualify as members for voting purposes. Insomuch as the By-Law contributes absolutely nothing to Recyclore, this is time and effort better spent doing almost anything else. As such the By-Law is counter-productive in that it wastes our time.

New Wording:

None, By-Law Article 2 to be deleted in it’s entirety

Amendment # 2

Current By-Law

Article 3: Membership

Any volunteer, within the boundaries of the secondary geographic area, of 16 years or older can be a member of Recyclore.

Membership is granted upon completing 20 hours of volunteer work in a calendar year.

Volunteers under the age of 16 can become a junior member, without voting rights.

Proposed amendments:

  1. Remove the clause “, within the boundaries of the secondary geographic area,”
  2. Replace “in a calendar year” with “within the preceding 12 month period”
  3. Add ”Every Recyclore member has the right to vote at Recyclore Membership meetings which they attend. Each member gets one vote per motion that is before the meeting.” after “Membership is granted … .”

Rationale for 1): Removing the clause will make the definition of membership consistent with the removal of Article 2 and all references to geographic boundaries.

Further, as written, it is meaningless. If it is not removed then it needs to be clarified since this is the only reference to a “secondary” geographic area in the By-Laws. Nowhere do the By-Laws explain what this “secondary” geographic area is.

Rationale for 2): In the first place the actual wording grants membership in perpetuity to anyone who has ever completed 20 hours within a calendar year, any calendar year, ever. I suspect that was not the intent, and even if it was it should not be so.

Insomuch as membership confers voting rights it should be generally restricted to those who are currently active with the organization and have an understanding of the challenges and opportunities facing Recylore now, not as it was 2, 5 or 10 yrs ago.

Secondly, “in a calendar year” is ambiguous even if limited to the most recent year. Strictly speaking a Calendar year means a period from Jan 1 to Dec 31. As such a strict application of the By-Law as written means that in Feb 2016 someone who did 19 hrs of volunteering in Dec 2015, and 19 hrs in Jan 2016 is not a member, whereas someone who did 20 hrs in Jan of 2015 is a member in good standing, even if they have not been seen since the previous Feb.

Rationale for 3): i) it is appropropriate to stipulate the voting rights granted by membership within the article describing membership, and necessary because ii) the next sentence defines non-voting members when there has been no prior mention of voting. As such for coherence voting memberships should be defined first.

New Wording: 

Article 3: Membership

Any volunteer 16 years or older can be a member of Recyclore.

Membership is granted upon completing 20 hours of volunteer work within the preceding 12 month period.

Every Recyclore member present has the right to exercise one vote at Recyclore Membership meetings. Each member gets one vote per motion that is before the meeting.[b][c] 

Volunteers under the age of 16 can become a junior member, without voting rights.

Amendment # 3

Current By-Law

Article 4: Directors

Only members of legal age and residents of Ottawa (Ontario) will be allowed to hold positions on the executive that involve signing cash instruments and legally binding agreements.

There shall be a maximum of seven (7) directors, but no less than three (3) Directors to hold office. They shall be elected into office at the Annual General Meeting that is held annually.

At least 50% plus one board member must be from the primary geographical Recyclore boundary area.

Persons who hold elected public office or who work as/for an elected public office or who have declared candidacy for elected public office are ineligible to seek or hold the position of Director on Recyclore.

In the event that a Director dies or resigns or fails to fulfill their duties, a replacement may be appointed by two-thirds majority vote of the remaining Directors, at a Director’s meeting, to fill the vacancy until the next AGM.

Proposed amendments:

  1. remove all reference to geographic restrictions as per amendments proposed for Article 2 (above).
  2. Increase the minimum from three (3) to four (4) Directors and increase term of service to two years.
  3. Remove all restrictions to eligibility referring to elected holders of public office
  4. Move “Directors who fail to fulfill their duties or attend board meetings will be deemed inactive and their duty will be filled by another board member.” from Article 7: Meetings to this, Article 4
  5. Remove the clause “or attend board meetings” from the above (4) and instead specify that: “Directors who fail to attend 3 consecutive Board meetings or half of the meetings in any six month period without prior Board authorization shall be deemed to be not fulfilling their Duties and are thereby automatically removed from the Board.

Rationale for 1): Self Evident given the proposed changes to Article 2;        

Rationale for 2): At some point any group will devolve to it’s minimum. With a minimum of only three Directors (the current situation) the Board is only just able to cover the legally required Executive positions. The loss of even one more Director means the Board is reduced to below the legal requirement, and if that position cannot be filled within a reasonable period (60 days) the legality of the Corporation could be called into question.

Increasing the minimum to four (4):

  1.  creates a buffer whereby the Board is forced to seek a new member to meet the minimum required by the By-Laws while still being a valid legal entity and hence at no risk of forced dissolution of the Corporation;
  2. allows for the creation of the Executive position of Vice-President as per proposed amendment below. A fourth Executive position means that at any time there is a Board Member who is experienced and knowledgeable with respect to the Recyclore Board of Directors, and available to fill in any of the other executive positions should it be needed;

Increasing the term of service to two years encourages stability and longer term planning, as well as overlapping terms of service.       

Rationale for 3): The restriction that those who  hold elected public office or who work as/for an elected public office or who have declared candidacy for elected public office are ineligible to seek or hold the position of Director on Recyclore” is frankly bizarre and difficult to understand. Presumably the Board felt that there might be some threat of the organization’s activities being co-opted by someone with a particular political agenda.

This restriction is unnecessary because:

  1. Parties holding public office, or those working close to them, tend to be overwhelmed and simply do not have the time to serve with most volunteer organizations in any more than an honourary or ex officio manner;
  2. Parties seeking to co-opt nonprofits to their agenda will seek organizations with considerably more profile and community influence than our little bicycle shop;

This restriction is not useful because:

  1. People seeking to co-opt the mandate of recyclore are not necessarily holding or seeking public office, or working for those holding elected public office. Indeed the majority of those likely to be toxic to the organization do not fit in those categories;
  2. Co-option of the mandate can occur in many ways that are not explicitly or even remotely political;
  3. Actions or behaviours thought to be detrimental to the organization should be addressed with By-Laws and Policies specific to those actions, not on the basis of assumptions about people or presumed conflicts of interest based on their employment, vocation, age, creed, gender, ethnicity, race, gender preference, etc.

This restriction is detrimental because:

  1. It bars from the Board all sorts of people for whom the intent is utterly irrelevant. As it reads we cannot accept as Boards Members Jim Watson’s gardener, Bob Chirelli’s house cleaner, anyone who works for the Ottawa Public Library, etc ad infinitum;
  2. It is burdensome to enforce ie we have to ask/check that all candidates for the Board are not barred on the basis of this By-Law;
  3. It seeks to accomplish some unknown goal by making unwarranted assumptions about people. Our policies and By-Laws should address goals and objectives directly in a manner that makes it clear what it is they are meant to achieve, and most certainly NOT by stereotyping people.

Rationale for 4): The primary purpose of this clause is in reference to Directors responsibilities, not meetings per se.I As such it belongs under Article 4, not 7

Rationale for 5): The existing By-Law removes a Board Member who fails to attend board meetings“ without specifying how many and over what period. This new wording corrects that.

New Wording:

Article 4: Directors

4.1 Only members of legal age and residents of Ottawa (Ontario) will be allowed to hold positions on the executive that involve signing cash instruments and legally binding agreements.

4.2 There shall be a maximum of seven (7) directors, but no less than four (4) Directors to hold office.

4.3 Directors shall be elected into office at the Annual General Meeting that is held annually, or at a Special  Members Meeting if circumstances warrant the election of new Directors or Officers.

4.4  The term of a Board member shall be two years beginning at the time of formal election by the Board and/or membership; for no more than three full consecutive terms.
4.5 Directors who fail to fulfill their duties will be deemed inactive and their duty will be filled by another board member.

4.6 Directors who fail to attend three (3) consecutive Board meetings or half of the meetings in any six month period without prior Board authorization shall be deemed to be not fulfilling their Duties and are thereby automatically removed from the Board.

4.7  In the event that a Director dies, resigns or fails to fulfill their duties, a replacement may be appointed by two-thirds majority vote of the remaining Directors, at a Director’s meeting, to fill the vacancy until the next AGM..

Amendment # 4

Current By-Law

Article 5: Executive Positions

The following executive positions shall be elected at the AGM from the maximum of seven (7) Directors noted above:

  • President

  • Secretary

  • Treasurer

Proposed amendment:

Remove the current wording in it’s entirety, to be replaced by the new wording as per below "Article 5: Officers"

Rationale:

i) Under the current By-Laws members may run once and once only for a Board position, either for a specific office or as a Director at Large; ie candidates that may have been acceptable, or even desired as members of the Board of Directors would be prevented from doing so because they ran for a particular Office and were not elected to that Office. This is a highly unusual, arbitrary, and almost certainly unintended limitation on the election of Directors for a non-profit.

More typical, and what is proposed below, is that Recyclore members run to become a member of the Board of Directors, and the elected Board then chooses Officers for the positions available.

ii) The distinction of “Executive Positions” is useful where there are many officers and the more senior collectively have particular powers, authorities, responsibilities or some other such distinction that makes it useful to distinguish those positions.  At this time this is not the case for Recyclore.

Further, should the Board wish to create new officer positions it becomes complicated because the By-Laws do not recognize “Officers”, merely “Executive Positions.”

Article 7 refers to “Executive Officers” even though these are nowhere defined in the By-Laws

The wording “Executive Positions” is simply dropped since it serves no purpose.

iii) The number of Officers (formerly “Executive  Positions”) is increased to four (4) to include the Office of Vice-President. A Vice-President typically has fewer specific duties than the other officers, but rather is someone who is fully aware of what the Board of Directors activities are, and hence is available to:

        i) assist other officers on a case by case basis

        ii) take on short term special projects

        iii) fill in for other officers as the need arises

        iv) assume the Office of President should the need arise

iv) At this time there is no explicit term of office for Officers. Insomuch as the By-Laws mandate annual elections the most parsimonious interpretation is that the term is for a single year. This is unusually short for non-profits in that it does not allow for much continuity of action or experience.

The term of Office is set as 2 years to encourage continuity both through length of terms and in order to, over time, create a mix of new and more experienced members of the Board of Directors

New Wording: 

Article 5: Officers

5.1 The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer and any such other officers as the board of directors may by by-law determine.

5.2 Officers of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.

5.3 The officers of the corporation shall hold office for one (1) year(s) from the date of appointment or election or until their successors are elected or appointed in their stead.[f][g] Officers shall be subject to removal by resolution of the Board of Directors at any time.

Amendment # 4

Current By-Law

Article 7: Meetings

The Annual General Meeting shall be held each year no later than the last day of March at such time and place as the Directors may determine.

The purpose of the Annual General Meeting shall be to receive reports from Executive Officers and Directors, to elect Directors, including executive positions for the ensuing year, to propose polices, to appoint auditors, to vote on by-laws and, if necessary, to conduct general business.

All members of the Association shall be given a minimum of fourteen (14) days notice of the Annual General Meeting. Notices shall be distributed to all residents within the boundaries of the Association and elsewhere as deemed advisable by the Directors.

Special General Meetings may be called by a majority vote of the Directors or on signed written request of twenty (20) or more or 10 percent of the membership, whichever is least.

Directors Meetings comprised of a least of half (50%) plus one of the elected Directors shall be scheduled at least once every two months. If the President fails to ensure that director’s meetings are not held in a timely manner another member of the board may call a meeting, informing all members ten days advance notice. Directors who fail to fulfill their duties or attend board meetings will be deemed inactive and their duty will be filled by another board member.

Proposed amendments:

  1. Correct typos and wording problems
            “
    polices” to “policies”
            “
    least” to “less”
  2. Delete “ Notices shall be distributed to all residents within the boundaries of the Association and elsewhere as deemed advisable by the Directors.”
  3. Add to the paragraph referencing “Special General Meetings” the following: “Excepting timing and the preceding provision for calling a Special General Meeting, Special General Meeting shall follow all of the provisions and policies laid out for Annual General Meetings, such as those regulating quorum, voting rights, notification of membership, provisions relevant to changes in the By-Laws, the election of Directors, etc.
  4. With reference to  “Directors Meetings” , the text “may call a meeting, informing all members ten days” amended to “may call a meeting, informing all members of the Board ten days
  5. Move the provision “Directors who fail to fulfill their duties or attend board meetings will be deemed inactive and their duty will be filled by another board member.” to Article 4: Directors

Rationale

  1. Self-evident
  2. These amendments propose to strike down all references to geographic boundaries as discussed under Article 2 (above). As such the reference to such boundaries is to be removed here;
    Further, the requirement that the organization distribute notices “to all residents within the boundaries of the Association” is an onerous financial and logistic burden on a tiny organization such as Recyclore. Further it serves no useful purpose that can be determined.
    That members of the organization itself be notified is sufficient. Should a given Board of Directors opt to advertise a members meeting more broadly there is no reason they should not do so, but there is no reason to require it.
  3. Simply clarifying that in almost every regard a Special General Meeting is the same as an Annual General Meeting
  4. Clarifying that the notice of a Board Meeting need only be sent to Board Members and not to all members of the Association.
  5.  The primary purpose of this clause is in reference to Directors responsibilities, not meetings per se.

New Wording:

Article 7: Meetings

7.1 The Annual General Meeting shall be held each year no later than the last day of March at such time and place as the Directors may determine.

7.2 The purpose of the Annual General Meeting shall be to receive reports from Executive Officers and Directors, to elect Directors, including executive positions for the ensuing year, to propose policies, to appoint auditors, to vote on By-Laws and, if necessary, to conduct general business.

7.3 All members of the Association shall be given a minimum of fourteen (14) days notice of the Annual General Meeting. Notices shall be distributed to all residents within the boundaries of the Association and elsewhere as deemed advisable by the Directors.

7.4 Special General Meetings may be called by a majority vote of the Directors or on signed written request of twenty (20) members or more or 10 percent of the membership, whichever is less.

7.5 Excepting timing and the preceding provision for calling a Special General Meeting, a Special General Meeting shall follow all of the provisions and policies laid out for Annual General Meetings, such as those regulating quorum, voting rights, notification of membership, provisions relevant to changes in the By-Laws, the election of Directors, etc.

7.6 Directors Meetings comprised of a least of half (50%) plus one of the elected Directors shall be scheduled at least once every two months. If the President fails to ensure that directors meetings are not held in a timely manner another member of the board may call a meeting, informing all members of the Board with a minimum  ten days advance notice.

Amendment # 6

Current By-Law

Article 12: Amendments

"These By-laws can be amended by a simple majority of the members present at the Annual General provided a notice of motion for amendments is included in the meeting notice. Any notice of motion shall be submitted in writing to the ...Secretary ..."

Proposed amendments:

The first sentence (only) be amended to read: "These By-laws can be amended by a simple majority of the members present at the Annual General Meeting or any Special General Meeting provided a notice of motion for amendments is included in the meeting notice.

Rationale:

i) the omission of "Meeting" following "Annual General" was clearly an error and should be fixed.

ii) the addition of "or any Special General Meeting" is so that the Board is not restricted to being able to amend the By-Laws only once a year. Should circumstances arise where it is in Recyclore's best interest to amend the By-Laws, and sufficiently important and urgent to warrant convening a Special General Meeting, then the Board of Directors should have the flexibility to do so if in their opinion it is needed. This amendment would make that possible while still maintaining all of the other restrictions and safeguards on amending the By-Laws.

New Wording:

"These By-laws can be amended by a simple majority of the members present at the Annual General Meeting or any Special General Meeting provided a notice of motion for amendments is included in the meeting notice. Any notice of motion shall be submitted in writing to the ...Secretary ..."