Changes to OPNC bylaws as proposed by the Board of Directors

 

As OPNC is growing the board of directors believes it is necessary to update and improve our bylaws.  The following changes are recommended by the board and will be voted on at the AGM on January 31, 2018.

 

 

1. Including our Address

 

Section (1) currently reads:

(1)  Until changed in accordance with the Act, the Head Office of the corporation shall be in the Town of Oakville, in the Province of Ontario.

 

The OPNC Board recommends including the actual permanent head office of the Corporation as follows:

(1) Until changed in accordance with the Act, the Head Office of the corporation shall be located at 2200 Sawgrass Drive, in the Town of Oakville, in the Province of Ontario.

 

 

2. Membership Clarity

 

The proposed change to clarify membership relates to two sections of the bylaw and is as follows:

 

A. Currently the bylaw says:

 

(3)  Membership shall be without fee, and subject to an application form updated yearly.

 

The OPNC Board recommends this be changed to:

(3)       (a) Membership shall be subject to an annual membership fee, as established by resolution of the Board and the submission of a membership application.

(b) Notwithstanding 3(a), the Executive Director, or her/his designate, of the Corporation can consent to the waiver of the payment of membership fees, at her/his sole discretion, in the event of financial hardship of a member.

 

B. Currently the bylaw says:

 

(9)  Notwithstanding any other rights granted in this by-law or the Articles of Incorporation, only one member per family may cast a single vote at meetings of members. In the case of multiple members within a single family, those members must determine who will be designated as the voter when registering at each meeting of the Corporation A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation and any one member may only act as a proxy for one other member.

 

The OPNC Board recommends this become 9b and 9a be added as follows:

 

(9)       (a) Every member of the Corporation may attend, seek election to the Board and participate in all ways, allowed under the Act or the Corporation’s By-laws, at any Member’s meeting, except  that only members who have a valid membership (new or renewed), in accordance with Paragraphs 2 and 3 of this By-Law, at least thirty (30) days prior to such meeting, may vote on any business arising at the meeting including voting on the election of members to the Board of Director.

 

(b) Notwithstanding any other rights granted in this by-law or the Articles of Incorporation, only one member per family may cast a single vote at meetings of members. In the case of multiple members within a single family, those members must determine who will be designated as the voter when registering at each meeting of the Corporation A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation and any one member may only act as a proxy for one other member.

 

 

3. Removing Language from our Beginnings

 

In section (13) c., the language is now redundant and The OPNC Board recommends deleting it.  The following would be removed:

 

c) Notwithstanding paragraph 13 (a), for the purpose of implementing paragraph 13(b) of this by-law, at the 2012   annual meeting five (5) Board Members shall be elected for a term of one (1) year with their terms ending at the 2013 annual meeting and another five (5) Board Members shall be elected for a term of two (2) years ending at the 2014 annual meeting.  Effective the 2013 annual meeting, Board Members will all be elected for a two (2) year term.

 

4. Clarity of Officers Roles

 

Section (25) currently reads:

 

(25) The officers of the corporation shall be:
a) the President (Chairperson)
b) the Vice-President (Vice-Chairperson) c) the Treasurer
d) The Recording Secretary
e) The Membership Secretary
f) the Communications Director
g) the Special Events Director
h) the Volunteer Director
i) the Member At Large Director
j) the Member At Large Director

The OPNC Board recommends the removal of all but the four official officer roles.

This would mean that paragraph 25 would read:

 

(25) The officers of the corporation shall be:

a.      the President (Chairperson)

b.      the Vice-President (Vice-Chairperson)

c.      the Treasurer

d.      The Recording Secretary

 

 

 

5. Credit Union Inclusion

 

Section (30) of the bylaw states:

(30) The Treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. She shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. She shall also perform such other duties as may from time to time be directed by the board of directors.

 

 

The OPNC Board recommends the line “such chartered bank or trust company” be amended to read “such chartered bank, credit union or trust company”

 

*For reference, the current bylaws can be found here: http://opnc.ca/about-opnc/policies-info/
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