BLOOR IMPROVEMENT GROUP
By-law #1
26 April 2010
A By-law relating generally to the organization and conduct of the affairs of the Bloor Improvement Group
WHEREAS by Letters Patent, dated August 15, 2007 the Bloor Improvement Group, was incorporated;
BE IT ENACTED as a By-law of the Bloor Improvement Group as follows:
1.00 INTERPRETATION 2
2.00 DEFINITIONS 3
3.00 ADMINISTRATION 4
4.00 PURPOSE 5
5.00 OBJECTIVES 6
6.00 MEMBERSHIP 7
7.00 DIRECTORS 9
8.00 POWERS & DUTIES OF DIRECTORS 13
9.00 OFFICERS 15
10.00 KEY OFFICERS AND DUTIES 17
10.02 Chair 17
10.03 Vice Chair 17
10.04 Treasurer 17
10.05 Secretary 18
10.06 Executive Director 19
10.07 Programming Director 19
11.00 COMMISSIONERS 20
11.01 BIG Festival Commissioner 20
12.00 COORDINATORS 22
12.06 Other Coordinators 22
13.00 VOLUNTEERS 23
14.00 INDEMNIFICATION 24
15.00 COMMITTEES 25
15.15 Other Committees 26
16.00 MEETINGS OF MEMBERS 27
17.00 SPECIAL GENERAL MEETINGS 29
18.00 NOTICE 30
19.00 RECEIVING AND DISTRIBUTING ASSETS AND THE APPROPRIATION OF FUNDS 32
20.00 AMENDMENT OF BY-LAWS 34
21.00 DISSOLVING BIG 35
22.00 ADDITIONAL ARTICLES 35
1.00 INTERPRETATION
The Bloor Improvement Group (BIG) derives its duties, responsibilities, and powers from this Constitution and By-laws. It is the purpose and duty of BIG is to secure and promote the interests and welfare of BIG stakeholders.
1.01 In this By-law and all other By-laws and resolutions of the Bloor Improvement Group, unless the context requires otherwise:
· The singular means the plural;
· The masculine shall mean the feminine or vice versa;
· Headings are for convenience only and do not affect the interpretation of these Bylaws;
· Bylaws are to be interpreted broadly as a reasonable person would.
2.00 DEFINITIONS
In this Bylaw and all other Bylaws and Special Resolutions of the Board, unless the context otherwise requires, the following definitions will be used in the interpretation of the Constitution and By-laws:
· “Act” means the Canada Corporations Act, Revised Statutes (RS) of Canada, 1964-65, c.52, s. 2 (and other federal or provincial legislation), as amended and any statute enacted in substitution therefore from time to time;
· “AGM” means the Annual General Meeting as described in Article 16 of these By-Laws;
· “BIG” means the Bloor Improvement Group;
· “Board” means the Board of Directors of the Bloor Improvement Group;
· “BOD” means the Board of Directors BIG;
· “Bylaw” means this Bylaw and all other Bylaws of the Corporation from time to time in force and effect;
· “Commissioner” means a paid, nonvoting Member of BIG;
· “Community” means the residents, business owners, social agencies, and those employed within BIG’s territorial boundaries;
· “Constituents” refer to all residents currently living within in the Bloor Improvement Group’s territorial boundaries;
· “Coordinators” refers to nonpaid, nonvoting Members, who are not Directors, Officers, or Commissioners and have specific assignments in pursuit of the objectives of BIG;
· “Corporation” means the Bloor Improvement Group as incorporated with Letters Patent;
· “CRO” is the Chief Returning Officer who presides over elections.
· “Director” means any person elected or appointed to the Board. This includes the Chair and the immediate Past Chair;
· “Event Coordinator” refers to nonpaid, nonvoting Members, who are not Directors, Officers, or Commissioners and have specific event assignments in pursuit of the objectives of BIG;
· “Executive” means collectively or singularly one of the Chair and/or Officers of BIG;
· “Ex-officio” means a Member by virtue of office, who has a voice, but not a vote, and whose attendance is not mandatory;
· “Immediate family” means parent, spouse, son or daughter and brother or sister;
· “Territorial boundaries” as defined in Article 3 of these By-Laws;
· “Member” means a Member as defined in Article 3 of these By-Laws;
· “Observer” means a non-member of BIG who can speak after being yielded to by a Member of BIG;
· “Officer” means any Officer listed in Article 9 of these By-Laws;
· “Policy” refers to any policy statements or documents or principles as ratified and amended from time to time as the Board may seem fit, and are considered a part of these bylaws;
· “Register of Members” means the register maintained by the Secretary containing the names of the Members of BIG;
· “Special Meeting” means the special general meeting described in Article 17 of these By-Laws;
· “Voting Member” means a Member entitled to vote at the meetings of BIG as described in Article 6 of these By-Laws.
3.00 ADMINISTRATION
3.01 Head Office
The head office of the Bloor Improvement Group shall be in the City of Toronto, in the province of Ontario, at such place therein as may from time to time be determined by the Board;
3.02. Financial Year
Until otherwise decided by the Executive, the financial year of the Corporation shall end the calendar year end, August 31, in each and every year;
3.03 Execution of Instruments
The Executive shall appoint three (3) trustees of the Corporation who may sign deeds, transfers, assignments, contracts, cheques, certificates and other instruments on behalf of Corporation. In addition, the Board may from time to time direct the manner in which any particular instrument or class of instrument may be signed;
3.04 Banking Arrangements
The banking of Corporation shall be transacted with such banks, trust companies, or other registered firms or corporations as may from time to time be designated by the Executive Committee;
3.05. Territorial Boundaries
The Bloor Improvement Group shall have territorial boundaries within the following street boundaries: Dupont to the North, College to the South, Dundas West to the West, and Christie (North of Bloor) and Grace (South of Bloor) to the East; in the City of Toronto, the Province of Ontario, Canada under the authority of its Letters Patent as registered in Ontario;
3.06 Board Meetings
Meetings of the Board of Directors may be held at such times and at such places within the territorial boundaries of the corporation as the Board may from time to time determine. The Board shall meet at least six times each year. The Board may use teleconferencing as an alternative to meetings in person but, in no instance, shall it meet in person less than four times a year;
3.07 Books and Records
The Secretary of the Board shall ensure that all necessary books and records of the Corporation required by law and by these By-laws are regularly updated and properly kept;
3.08 Contracting on Behalf of the Corporation
Subject to the By-laws of the Corporation, contracts in the ordinary day-to-day operations of the Corporation may only be entered into on behalf of the Corporation by the Chair, the Vice-Chair, the Treasurer, or the Executive Director or by any other person who is authorized to do so in the By-laws or by a resolution of the Board of Directors;
All contracts relating to personnel or personnel-related matters the executive director or commissioners must be approved by a resolution of the Board as presented or recommended by the HR Committee or Executive Committee. All contracts relating to other employees are within the management purview of the HR Committee and the Executive Director;
3.09 Execution of Documents
Unless otherwise provided in these By-laws or by the Board, any deeds, transfers, licences, contracts, engagements or other instruments on behalf of the Corporation shall be signed by either the Chair, the Vice-Chair, the Treasurer, or the Executive Director or the Secretary of the Board and another Director;
Notwithstanding any provisions to the contrary contained in these By-laws, the Board may, at any time, by resolution, direct the manner in which any particular instrument, contract or obligation of the Corporation shall be executed;
4.00 PURPOSE
4.01 Vision:
To see Bloor Street become a dynamic and inclusive neighbourhood for all stakeholders.
4.01 Mission:
Bloor Improvement Group is a dynamic volunteer coalition in Toronto advancing the economic, physical, cultural and social life of the targeted local Bloor Street by creating opportunities and events that improve and celebrate the area.
4.02 Purpose:
BIG is organized exclusively for charitable, scientific and educational purposes, more specifically to advance the economic, physical, cultural and social life of Bloor Street in the City of Toronto by establishing, maintaining and supporting a community-wide coalition or coalitions of organizations.
4.03 Stakeholders:
Bloor Improvement Group proposes to be an area-wide corporation that includes residents groups, BIAs, politicians, stores and businesses, service providers, artists, community centers, developers, trades and schools - and everyone that wants to help. The intention is to discuss ideas, actions and events that can help vitalize the area and primarily focus on achieving BIG’s mission.
4.04 Core Activities:
We will focus on achieving BIG’s mission, community participation, event planning, storefront and business improvements, local volunteer recruitment and engagement, and encouraging interaction between stakeholders in the neighborhood.
5.00 OBJECTIVES
In the spirit of a community action to BIG’s objectives are to mobilize local participation by initiating creative strategies for community development.
The objects of the Letters Patent are:
“To advance the economic, physical, cultural and social life off Bloor Street in the City of Toronto by establishing, maintaining and supporting a community wide coalition or coalition of organizations.”
The interpreted objectives of the Corporation are:
Communication, Facilitation and Socialization
· Provide a forum and facilitate community stakeholder discussions;
· Provide an opportunity for diverse groups to get to know each other, build relationships and become friends by working on common goals that will build a stronger community;
Economic & Physical Development
· Support local business to help improve the area;
· Encourage shopping on Bloor Street;
Cultural
· Facilitate cultural events that enrich the area visually, socially and promote cultural diversity;
· Introduce art projects to engage the art community;
Social & Physical Safety
· Encourage academically based urban development research;
· Conduct public education on community wide concerns;
· Address social and physical safety issues;
6.00 MEMBERSHIP
6.01 Representation and Membership
· BIG represents: local corporations and sole proprietors, associations, Business Improvement Area groups, cultural producers, social service agencies, stakeholders of the ‘at risk’ community (loosely defined), and individual residents;
Members may be either:
· Individuals (from the general public or a particular interest group and/or staff and/or consumers and/or producers) depending on the purpose of the organization and the non-profit type;
· Organizations or, in the case of national non-profit federations or corporations, networks (e.g. provincial or regional) of organizations, businesses;
6.02 Eligibility for Membership
· Membership in the Corporation is open to any person who:
· Ts a resident of Canada, living in Toronto and/or carrying on business in the specified territorial boundaries;
· Is at least eighteen (18) years of age;
· Has, in the opinion of the Board, a genuine interest in the objectives of the Corporation and whose application for Membership has been approved by the Board;
· Or, any corporation, be it non-profit or for-profit, that is carrying on business in the territorial boundaries of the Corporation;
6.03 Membership in Good Standing
A Member is in good standing when:
· Has applied for membership and requested inclusion on the Register of Members, in a manner specified by the Secretary.
· The Member has paid any required fees to BIG (if applicable); and
· The Member is not suspended as a Member as provided for under Article 6.06 – Suspension.
6.04 Rights and Privileges of Members
· Any Member in good standing is entitled to:
· Receive notice of meetings of BIG;
· Attend any meeting of the BIG;
· Speak at any public meeting of the BIG; and
· Exercise other rights and privileges given to Members in these Bylaws.
6.05 Voting Membership & Privileges
· The definition of Membership is only for voting with regard to changes to the Board of Directors and By-laws. This does not exclude other groups and individuals from participating in and having a voice in day-to-day BIG activities.
· A voting Member is entitled to one (1) vote at a meeting of BIG.
6.06 Suspension of Membership
Decision to Suspend
The Board, may suspend a Member’s Membership for one or more of the following reasons:
· if the Member has failed to abide by the Bylaws;
· if the Member has been disloyal to BIG;
· if the Member has disrupted meetings or functions of BIG; or
· if the Member has done or failed to do anything judged to be harmful to BIG.
Notice to the Member
· The affected Member will receive written notice of the Board’s intention to deal with whether that Member should be suspended or not.
· The notice will be sent by electronic mail to the last known address of the Member shown in the records of BIG. The notice may also be delivered by an Officer of the Board;
· The notice will state the reasons why suspension is being considered;
Decision of the Board
· The Member or a representative of the member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Member;
· The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board;
· The Board may exclude the Member from its discussion of the matter, including the deciding vote;
· The decision of the Board is final.
6.07 Termination of Membership
Resignation
· Any Member may resign from BIG by sending or delivering a written notice to the Secretary or Chair of BIG;
· Once the notice is received, the Member’s name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date her name is removed from the Register of Members;
Death
· The Membership of a Member is ended upon her death;
Deemed Withdrawal
· If a Member has not paid dues or fees within three (3) months following the date the fees are due (if applicable), the Member is considered to have submitted her resignation;
· In this case, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date her name is removed from the Register of Members;
Expulsion
· BIG may, by a Resolution at a Board Meeting called for such a purpose; expel any Member for any cause which is deemed sufficient in the interests of BIG;
· This decision is final.
· On passage of the Resolution, the name of the Member is removed from the Register of Members as maintained by the Secretary;
6.08 Transmission of Membership
No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from BIG;
6.09 Continued Liability for Debts Due
Although a Member ceases to be a Member, by death, resignation or otherwise, she is liable for any debts owing to BIG at the date of ceasing to be a Member;
7.00 DIRECTORS
7.01 Board of Directors
The affairs of the corporation shall be governed by a Board of Directors comprised of eight Directors elected by the Members of the corporation and five appointed by the Nominating Committee as Officers, and the Past Chair who shall be a Director ex officio;