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CONSTITUTION AND BYLAWS
Ontario Community Justice Association
Revised October 2017
ARTICLE 1
NAME:
The name of the Association shall be Ontario Community Justice Association (OCJA), a corporation without share capital, issued Letters Patent (899340) under the Ontario Corporation Act on August 21, 1990.
ARTICLE 2
INTERPRETATION AND ABBREVIATIONS:
2.1 The term "Association" and "Organization" shall be used to describe the corporation.
2.2 The official acronym for Ontario Community Justice Association shall be OCJA.
2.3 Executive shall refer to the governing body of the Association comprised of the Officers of the Association.
ARTICLE 3
PURPOSE AND OBJECTS OF THE ASSOCIATION:
3.1 To explore and share among the corporate association membership, effective ways and means by which the assessed needs of clients, who benefit from services provided, may best be met and to assist in their adjustment/integration into their communities.
3.2 To provide direct assistance to corporate association members providing a forum for sharing common goals, interests and concerns.
3.3 To act as representatives of the membership to the funding bodies regarding common goals.
3.4 To provide assistance in developing in-service and ongoing training for members in co-operation with the various funding bodies.
3.5 To foster and encourage community-based programming affiliated with the criminal justice system.
3.6 To perform such other procedures as may be ancillary to the aforementioned objectives.
3.7 The Association shall be carried on without purpose of gain for its members and any profit or other accretion to the Association shall be used to further promote its objectives.
ARTICLE 4
MEMBERSHIP:
4.1a Full Individual Membership shall be awarded to any staff person employed by a community based organization affiliated within the justice system upon payment of membership fees.
4.1b Full membership shall give the individual full voting rights and all privileges of membership, including, but not exclusively, receipt of newsletter, invitation to all Association functions, representation by the Executive of the Association, and subject to certain conditions, the right to hold office.
4.1c Full Agency Membership shall be awarded to any non-profit organization affiliated with the justice system upon payment of membership fees.
Each full Agency Member shall have the right to designate two (2) representative members, each of whom shall acquire the rights and benefits of a Full Individual Member.
All staff employed by the Full Agency Member will benefit from the annual conference discount.
4.1d Corporate Membership shall consist of partnerships and corporations who are interested in and supportive of the purpose and objects of the Association.
Corporate Membership shall include such privileges as outlined to Full Individual Membership excluding the right to vote and the right to hold office. Additionally, they will receive special recognition and acknowledgement for all contributions.
4.1e Affiliate Membership shall consist of members of other provincial associations with similar objectives and where a reciprocating relationship exists, as decreed by the Executive. Affiliate memberships may be withdrawn by Executive decision.
Affiliate Membership shall include such privileges as outlined to Full Individual Membership excluding the right to vote and the right to hold office. Additionally, they may participate on committees with approval of the President."
4.2 Any voting member who ceases to be employed will automatically lose all rights of full membership. A voting member may transfer any remaining membership to the incumbent in their position, subject to an administration fee set by the Executive of the Association.
4.3 Non-voting members attending business meetings of the Association shall only enter the Association business discussions at the invitation of the Chair.
4.4 All those admitted to the Association as members shall be bound by the bylaws and regulations of the Association and any rulings or decisions properly made by the Executive of the Association.
4.5 Any member may resign from the Association upon notification of the Executive in writing of the resignation. Non-renewal of membership fees shall also indicate resignation. Date of resignation will be upon receipt of written resignation, unless otherwise stated.
ARTICLE 5
ASSOCIATION ADMINISTRATION:
5.1 The Executive shall consist of five persons elected to the offices of: President, Vice-President, Secretary, Treasurer, and Public Relations Representatives, together with up to two designated representatives from each region.
The regional representative will be chairperson of the standing committee for their region. The Past President shall hold ex-officio position on the Executive.
5.2 The executive must meet a minimum of six (6) times per fiscal year.
5.3 Elections to the Executive shall take place at the Annual General Meeting of the Association. The person obtaining the greatest number of votes shall be declared elected for each office. In the event of a tie vote, subsequent votes shall occur until a person is declared elected.
5.4 The Executive shall hold office until the end of the next fiscal year of the Association. There will be an overlap in the elected Executive from the Annual Meeting to the end of the fiscal year, October 31.
5.5 All elected positions on the executive are a term of one year with the exception of the president which is two (2) years.
An individual is permitted to stand for re-election to the executive, however, a person may only hold the same office for a maximum of three (3) consecutive terms, with the exception of the president which can stand for re-election for two (2) consecutive terms.
5.6 An officer who is absent from three (3) consecutive meetings of the Executive, or an Officer who is considered by fellow Officers not to be carrying out the responsibilities effectively and diligently, may be asked to resign from office, or may be removed from the office by a majority vote of the Executive.
ARTICLE 6
POWERS OF THE EXECUTIVE:
6.1 The Executive shall be empowered to direct, manage, supervise and control the business property and funds of the Association.
6.2 The Executive shall appoint whatever "Ad Hoc" committees are necessary. The Executive shall delegate necessary powers to enable the "Ad Hoc" committees to perform their function.
6.3 In the event of a vacancy during a term of office, the Executive has the right to appoint a temporary replacement who shall hold office under the title "Acting" until the next Annual General Meeting of the Association when an election will take place.
6.4 The Executive may place, or cause to be placed any funds received by the Association in an insured bank or trust account of insured certificates of deposit.
6.5 Subject to the approval of the Executive by a majority vote of those present, the President may, from time to time, borrow money on the credit of the Association; 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 money borrowed, or any other liability of the Association; and, buy, lease or sell personal property.
6.6 Subject to the approval of the Executive by a majority vote of those present, the President may authorize any Officer of the Association to make arrangements with reference to the monies borrowed or to be borrowed, as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with the 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 and generally to manage, transact and settle the borrowing of the money by the corporation.
6.7 All Officers will serve without remuneration. An Officer may be reimbursed for reasonable expenses incurred in the performance of their duties.
6.8 Holding of office shall be subject to terms and conditions prescribed in the Bylaws of the Association.
6.9 An Officer of the Association may resign from the Executive by giving written notice of intent to resign to the Executive. Date of resignation shall be upon receipt of the notification by the Executive, unless otherwise stated.
ARTICLE 7
QUALIFICATIONS AND DUTIES OF THE EXECUTIVE:
7.1 Any individual who has been a full member of the Association for six (6) months or more is eligible for election to the Executive. All positions are elected other than those of regional representatives and membership which are appointed by their respective region or the Executive.
7.2 The duties of the President are as follows:
ARTICLE 8
COMMITTEES:
8.1 The Executive may from time to time appoint such committees as may be required to implement and carry out the goals and objectives of the Association. The Executive shall establish the duties and mandate of said committees and may appoint Officers, members and individuals who are not members of the Association to sit as members of the committees.
8.2 Any committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Unless otherwise determined by the Executive, two members of the committee shall be quorum. Issues arising at any meeting of a committee shall be decided by a majority vote and, in the case of a tie, the Chairperson of the committee shall have a second or deciding vote.
8.3 The President shall be ex-officio member on all committees.
8.4 The Executive shall appoint a Nominating Committee prior to the end of each term. The Nominating Committee shall present to the members a slate of nominees/candidates for Officers for election to the executive at the Annual General Meeting.
ARTICLE 9
PROTECTION OF OFFICERS:
9.1 Every Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the corporation and their heirs, executors and administrations, and estate and effects, respectively, shall from time to time, and at all times, be indemnified and saved harmless, out of the funds of the Association, from and against:
1) all costs, charges and expenses whatsoever which an Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them self for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them self in or about the execution of the duties of the office or in respect to any such liability;
2)all other costs, charges and expenses which such Officer or other person sustains or incurs in or about or in relation to the affairs of the Association, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
9.2 No Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Officer or employee or for joining in any receipt or other Officer or employee or for joining in any receipt or other act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Executive for or on behalf of the Association or for the insufficiency of deficiency of any security in or upon which any of the monies of the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any individual, firm or corporation with whom any monies, securities or effects of the Association shall be lodged or deposited, or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of their office or in relation thereto unless the same shall happen by or through their own willful act neglect or default.
ARTICLE 10
MEETINGS:
10.1 All meetings shall be generally governed by Roberts Parliamentary Rules of Order of Procedure.
10.2 Voting members shall meet once per year and this meeting shall be designated as the Annual General Meeting of the Association. Any other meetings of the full membership shall be designated general meetings.
10.3 The Annual General Meeting must be called by the Executive within twelve (12) months of the previous Annual Meeting. If the Executive fails to call a meeting within fourteen (14) months, any full member of the Association shall be authorized to convene an Annual General Meeting.
10.4 Voting shall take place by a show of hands except for the election of Officers which shall be by secret ballot. A non-voting person, designated by the Executive, shall scrutinize the voting procedures.
10.5 Voting by proxy shall be permitted provided that the official proxy instrument, as designated by the Executive, is completed in full and received by the Executive by the date specified by the Executive. Each full member is entitled to appoint one full member as their proxy.
10.6 The President shall chair the Annual General Meeting and all other general meetings and shall only vote in the event of a tie vote.
10.7 A quorum shall be two thirds (2/3) of those in attendance at the Annual General Meeting who hold full membership status. Simple majority vote shall carry all decisions.
10.8 The Executive shall meet a minimum of six times yearly, at the times and dates specified by the Executive.
10.9 A simply majority of the elected members of the Executive shall constitute a quorum at all Executive Meetings and a simple majority shall carry all decisions.
10.10 Executive meetings shall be open to full members. Visitors and non-full members may attend the meetings, subject to approval by a majority of the Executive.
10.11 Meetings of the Executive shall be held at such times and such places as the notice calling such meeting may fix, or at such place as the Executive may agree upon. No act of the Executive shall be invalidated by reason of non-receipt of the notice of such meetings.
10.12 The agenda for all general and Annual General Meetings shall be sent to all persons holding full membership status at least fourteen (14) days prior to the meeting. Associate members shall be sent the agenda of the Annual General Meeting at least fourteen (14) days prior to the meeting. Any matter not on the agenda shall not be voted on unless a two thirds (2/3) majority of those full members present at the meeting first agree to consider it.
10.13 Any meeting of the Association may be adjourned to any time and from time to time, and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that there is no quorum.
10.14 A special meeting of the Association may be called by the Executive or upon the written request of five (5) full members of the Association forwarded to the Secretary, stating the reason(s) for such a meeting.
ARTICLE 11
IDENTIFICATION:
11.1 The logo of the Association shall consist of the letters OCJA in a semi-circle with lines across (symbolizing a sunrise), and a bar on the bottom, as drawn here:
11.2 The corporate seal of the Association is as imprinted here:
11.3 The Association’s name, symbol or other identifying reference shall not be used for any other purpose than that expressly authorized by the Executive.
11.4 Only those members of the Executive expressly so authorized shall have the authority to affix the seal of the Association to any document requiring same and such use shall be subject to other conditions as expressed in Bylaws.
ARTICLE 12
AMENDMENTS :
12..1 The Constitution or Bylaws of the Association shall be amended only upon a two thirds (2/3) majority vote of those who are full members and who are present at a General Meeting or Annual General Meeting.
12.2 Written notice of a motion/resolution to amend the Constitution or Bylaws of the Association must be given thirty (30) days prior to the meeting at which said motion/resolution shall be made, to all full members and said notice must specify the nature of the amendment.
ARTICLE 13
EXECUTION OF DOCUMENTS:
13.1 Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the President or vice-President and by the Treasurer. The President shall ensure that the seal of the Association is affixed to all documents requiring seal.
13.2 Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President or Vice-President and the Treasurer or by any other person authorized by the Executive.
13.3 All cheques, drafts or orders for the payment of money and all notes and acceptance and bills of exchange shall be signed by such Officer or Officers as the Executive may from time to time designate.
ARTICLE 14
FISCAL YEAR, ACCOUNTS AND AUDIT:
14.1 The fiscal year of the Association shall terminate on the 31st day of October in each year or on such other date as the Executive shall be resolution from time to time designate.
14.2 The Executive shall cause to be kept proper books of accounts with respect to all sums of money received and expended by the Association and the matters in respect of which receipts and expenditures take place, all sales and purchases of securities and other property by the Association, the assets and liabilities of the Association and other financial transactions affecting the financial position of the Association.
14.3 The books of accounts shall be kept at the Head Office of the Association or other such place as designated by the Executive and shall be open to the inspection of the Officers at all times.
14.4 The appointment rights and duties of the auditor or auditors of the Association shall be regulated by the laws governing the Association. At least once every financial year the accounts of the Association shall be examined and the correctness of the statement of receipts and expenditures and of the balance sheet shall be ascertained by the auditor or auditors.
14.5 A chartered accountant shall be appointed at the Annual General Meeting of the Association for the purposes of reviewing the accounts or conducting an audit.
14.6 In the event of the dissolution of the Association, assets, if any remaining after the satisfaction of Association debts, shall be donated to Charities as agreed to by the members.
14.7 All monies accruing to the Association shall be used to further its objectives and shall not be diverted to the direct benefit of member organizations or its representatives in any way.
ARTICLE 15
MEMBERSHIP FEES:
15.1 Membership fees shall be paid on an annual basis and are due prior to the commencement of the Annual General Meeting.
15.2 Changes to membership fees may be approved by a majority vote of all full members in attendance at an Annual General Meeting.
ARTICLE 16
HEAD OFFICE:
16.1 The Head Office of the Association shall be in the Province of Ontario and at such location as the Executive designates.
NAME:
The name of the Association shall be Ontario Community Justice Association (OCJA), a corporation without share capital, issued Letters Patent (899340) under the Ontario Corporation Act on August 21, 1990.
ARTICLE 2
INTERPRETATION AND ABBREVIATIONS:
2.1 The term "Association" and "Organization" shall be used to describe the corporation.
2.2 The official acronym for Ontario Community Justice Association shall be OCJA.
2.3 Executive shall refer to the governing body of the Association comprised of the Officers of the Association.
ARTICLE 3
PURPOSE AND OBJECTS OF THE ASSOCIATION:
3.1 To explore and share among the corporate association membership, effective ways and means by which the assessed needs of clients, who benefit from services provided, may best be met and to assist in their adjustment/integration into their communities.
3.2 To provide direct assistance to corporate association members providing a forum for sharing common goals, interests and concerns.
3.3 To act as representatives of the membership to the funding bodies regarding common goals.
3.4 To provide assistance in developing in-service and ongoing training for members in co-operation with the various funding bodies.
3.5 To foster and encourage community-based programming affiliated with the criminal justice system.
3.6 To perform such other procedures as may be ancillary to the aforementioned objectives.
3.7 The Association shall be carried on without purpose of gain for its members and any profit or other accretion to the Association shall be used to further promote its objectives.
ARTICLE 4
MEMBERSHIP:
4.1a Full Individual Membership shall be awarded to any staff person employed by a community based organization affiliated within the justice system upon payment of membership fees.
4.1b Full membership shall give the individual full voting rights and all privileges of membership, including, but not exclusively, receipt of newsletter, invitation to all Association functions, representation by the Executive of the Association, and subject to certain conditions, the right to hold office.
4.1c Full Agency Membership shall be awarded to any non-profit organization affiliated with the justice system upon payment of membership fees.
Each full Agency Member shall have the right to designate two (2) representative members, each of whom shall acquire the rights and benefits of a Full Individual Member.
All staff employed by the Full Agency Member will benefit from the annual conference discount.
4.1d Corporate Membership shall consist of partnerships and corporations who are interested in and supportive of the purpose and objects of the Association.
Corporate Membership shall include such privileges as outlined to Full Individual Membership excluding the right to vote and the right to hold office. Additionally, they will receive special recognition and acknowledgement for all contributions.
4.1e Affiliate Membership shall consist of members of other provincial associations with similar objectives and where a reciprocating relationship exists, as decreed by the Executive. Affiliate memberships may be withdrawn by Executive decision.
Affiliate Membership shall include such privileges as outlined to Full Individual Membership excluding the right to vote and the right to hold office. Additionally, they may participate on committees with approval of the President."
4.2 Any voting member who ceases to be employed will automatically lose all rights of full membership. A voting member may transfer any remaining membership to the incumbent in their position, subject to an administration fee set by the Executive of the Association.
4.3 Non-voting members attending business meetings of the Association shall only enter the Association business discussions at the invitation of the Chair.
4.4 All those admitted to the Association as members shall be bound by the bylaws and regulations of the Association and any rulings or decisions properly made by the Executive of the Association.
4.5 Any member may resign from the Association upon notification of the Executive in writing of the resignation. Non-renewal of membership fees shall also indicate resignation. Date of resignation will be upon receipt of written resignation, unless otherwise stated.
ARTICLE 5
ASSOCIATION ADMINISTRATION:
5.1 The Executive shall consist of five persons elected to the offices of: President, Vice-President, Secretary, Treasurer, and Public Relations Representatives, together with up to two designated representatives from each region.
The regional representative will be chairperson of the standing committee for their region. The Past President shall hold ex-officio position on the Executive.
5.2 The executive must meet a minimum of six (6) times per fiscal year.
5.3 Elections to the Executive shall take place at the Annual General Meeting of the Association. The person obtaining the greatest number of votes shall be declared elected for each office. In the event of a tie vote, subsequent votes shall occur until a person is declared elected.
5.4 The Executive shall hold office until the end of the next fiscal year of the Association. There will be an overlap in the elected Executive from the Annual Meeting to the end of the fiscal year, October 31.
5.5 All elected positions on the executive are a term of one year with the exception of the president which is two (2) years.
An individual is permitted to stand for re-election to the executive, however, a person may only hold the same office for a maximum of three (3) consecutive terms, with the exception of the president which can stand for re-election for two (2) consecutive terms.
5.6 An officer who is absent from three (3) consecutive meetings of the Executive, or an Officer who is considered by fellow Officers not to be carrying out the responsibilities effectively and diligently, may be asked to resign from office, or may be removed from the office by a majority vote of the Executive.
ARTICLE 6
POWERS OF THE EXECUTIVE:
6.1 The Executive shall be empowered to direct, manage, supervise and control the business property and funds of the Association.
6.2 The Executive shall appoint whatever "Ad Hoc" committees are necessary. The Executive shall delegate necessary powers to enable the "Ad Hoc" committees to perform their function.
6.3 In the event of a vacancy during a term of office, the Executive has the right to appoint a temporary replacement who shall hold office under the title "Acting" until the next Annual General Meeting of the Association when an election will take place.
6.4 The Executive may place, or cause to be placed any funds received by the Association in an insured bank or trust account of insured certificates of deposit.
6.5 Subject to the approval of the Executive by a majority vote of those present, the President may, from time to time, borrow money on the credit of the Association; 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 money borrowed, or any other liability of the Association; and, buy, lease or sell personal property.
6.6 Subject to the approval of the Executive by a majority vote of those present, the President may authorize any Officer of the Association to make arrangements with reference to the monies borrowed or to be borrowed, as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with the 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 and generally to manage, transact and settle the borrowing of the money by the corporation.
6.7 All Officers will serve without remuneration. An Officer may be reimbursed for reasonable expenses incurred in the performance of their duties.
6.8 Holding of office shall be subject to terms and conditions prescribed in the Bylaws of the Association.
6.9 An Officer of the Association may resign from the Executive by giving written notice of intent to resign to the Executive. Date of resignation shall be upon receipt of the notification by the Executive, unless otherwise stated.
ARTICLE 7
QUALIFICATIONS AND DUTIES OF THE EXECUTIVE:
7.1 Any individual who has been a full member of the Association for six (6) months or more is eligible for election to the Executive. All positions are elected other than those of regional representatives and membership which are appointed by their respective region or the Executive.
7.2 The duties of the President are as follows:
- to compile agendas for all meetings of the Executive and membership;
- to liaise with the various committees as required;
- to represent the Association to other groups and individuals;
- to act as Chairperson of committees, in the absence of the appointed Chairperson; and
- to be aware of current trends within the criminal justice system and to keep the membership informed of same.
- to assist the President in any of the aforementioned duties;
- to chair committees;
- to fulfill the duties of the President in the absence of the President.
- to collect membership fees and other monies;
- to disburse Association funds as and when authorized by the Executive;
- to present all financial reports to the Executive and membership;
- to maintain an account of all Association financial business, subject to generally accepted accounting procedures;
- to act as Chairperson of the Finance Committee;
- to ensure an audited financial statement is prepared as required;
- to be responsible for fundraising on behalf of the Association.
- to record and distribute the minutes of all Executive and committee meetings;
- to chair committees;
- to maintain a record of all Association correspondence;
- to ensure that notices of all meetings, resolutions and amendments are distributed to all members in accordance with these Bylaws.
- to chair committees;
- to liaise with funding bodies regularly and inform the Executive of same;
- to notify the Membership Representative of the existence of new programs and other non-member programs;
- to liaise with media and other interested persons or organizations;
- to maintain the website;
- to create the newsletter on the website twice a year;
- to add active job postings on website;
- to maintain social media accounts e.g., Facebook & Twitter;
- to aid in conference planning
- to chair committees;
- to keep current a list and/or database of renewed members;
- to conduct yearly membership renewal drives;
- to collaborate with Regional Reps and Recruitment Committee to solicit new members from the community justice field;
- to distribute membership receipts, certificates, welcome letters to the membership;
- to report to the Executive the status of the membership.
- to chair regional standing committee;
- to establish goals and objectives for their committee;
- to ensure records are maintained and communicated with Association membership;
- to ensure Standing Committee report is provided for the Annual General Meeting;
- to promote ongoing training and education in the region;
- To attend Executive Meetings or send a report if unable to attend;
- to receive information from OCJA President and Executive and pass on information to Regional Committee. It will be the Regional Representatives duty to forward OCJA Executive Meeting minutes to their Region;
- to participate in membership recruitment and retention;
- to Chair Conference Committee when it is the committee’s turn.
ARTICLE 8
COMMITTEES:
8.1 The Executive may from time to time appoint such committees as may be required to implement and carry out the goals and objectives of the Association. The Executive shall establish the duties and mandate of said committees and may appoint Officers, members and individuals who are not members of the Association to sit as members of the committees.
8.2 Any committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Unless otherwise determined by the Executive, two members of the committee shall be quorum. Issues arising at any meeting of a committee shall be decided by a majority vote and, in the case of a tie, the Chairperson of the committee shall have a second or deciding vote.
8.3 The President shall be ex-officio member on all committees.
8.4 The Executive shall appoint a Nominating Committee prior to the end of each term. The Nominating Committee shall present to the members a slate of nominees/candidates for Officers for election to the executive at the Annual General Meeting.
ARTICLE 9
PROTECTION OF OFFICERS:
9.1 Every Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the corporation and their heirs, executors and administrations, and estate and effects, respectively, shall from time to time, and at all times, be indemnified and saved harmless, out of the funds of the Association, from and against:
1) all costs, charges and expenses whatsoever which an Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them self for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them self in or about the execution of the duties of the office or in respect to any such liability;
2)all other costs, charges and expenses which such Officer or other person sustains or incurs in or about or in relation to the affairs of the Association, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
9.2 No Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Officer or employee or for joining in any receipt or other Officer or employee or for joining in any receipt or other act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Executive for or on behalf of the Association or for the insufficiency of deficiency of any security in or upon which any of the monies of the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any individual, firm or corporation with whom any monies, securities or effects of the Association shall be lodged or deposited, or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of their office or in relation thereto unless the same shall happen by or through their own willful act neglect or default.
ARTICLE 10
MEETINGS:
10.1 All meetings shall be generally governed by Roberts Parliamentary Rules of Order of Procedure.
10.2 Voting members shall meet once per year and this meeting shall be designated as the Annual General Meeting of the Association. Any other meetings of the full membership shall be designated general meetings.
10.3 The Annual General Meeting must be called by the Executive within twelve (12) months of the previous Annual Meeting. If the Executive fails to call a meeting within fourteen (14) months, any full member of the Association shall be authorized to convene an Annual General Meeting.
10.4 Voting shall take place by a show of hands except for the election of Officers which shall be by secret ballot. A non-voting person, designated by the Executive, shall scrutinize the voting procedures.
10.5 Voting by proxy shall be permitted provided that the official proxy instrument, as designated by the Executive, is completed in full and received by the Executive by the date specified by the Executive. Each full member is entitled to appoint one full member as their proxy.
10.6 The President shall chair the Annual General Meeting and all other general meetings and shall only vote in the event of a tie vote.
10.7 A quorum shall be two thirds (2/3) of those in attendance at the Annual General Meeting who hold full membership status. Simple majority vote shall carry all decisions.
10.8 The Executive shall meet a minimum of six times yearly, at the times and dates specified by the Executive.
10.9 A simply majority of the elected members of the Executive shall constitute a quorum at all Executive Meetings and a simple majority shall carry all decisions.
10.10 Executive meetings shall be open to full members. Visitors and non-full members may attend the meetings, subject to approval by a majority of the Executive.
10.11 Meetings of the Executive shall be held at such times and such places as the notice calling such meeting may fix, or at such place as the Executive may agree upon. No act of the Executive shall be invalidated by reason of non-receipt of the notice of such meetings.
10.12 The agenda for all general and Annual General Meetings shall be sent to all persons holding full membership status at least fourteen (14) days prior to the meeting. Associate members shall be sent the agenda of the Annual General Meeting at least fourteen (14) days prior to the meeting. Any matter not on the agenda shall not be voted on unless a two thirds (2/3) majority of those full members present at the meeting first agree to consider it.
10.13 Any meeting of the Association may be adjourned to any time and from time to time, and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that there is no quorum.
10.14 A special meeting of the Association may be called by the Executive or upon the written request of five (5) full members of the Association forwarded to the Secretary, stating the reason(s) for such a meeting.
ARTICLE 11
IDENTIFICATION:
11.1 The logo of the Association shall consist of the letters OCJA in a semi-circle with lines across (symbolizing a sunrise), and a bar on the bottom, as drawn here:
11.2 The corporate seal of the Association is as imprinted here:
11.3 The Association’s name, symbol or other identifying reference shall not be used for any other purpose than that expressly authorized by the Executive.
11.4 Only those members of the Executive expressly so authorized shall have the authority to affix the seal of the Association to any document requiring same and such use shall be subject to other conditions as expressed in Bylaws.
ARTICLE 12
AMENDMENTS :
12..1 The Constitution or Bylaws of the Association shall be amended only upon a two thirds (2/3) majority vote of those who are full members and who are present at a General Meeting or Annual General Meeting.
12.2 Written notice of a motion/resolution to amend the Constitution or Bylaws of the Association must be given thirty (30) days prior to the meeting at which said motion/resolution shall be made, to all full members and said notice must specify the nature of the amendment.
ARTICLE 13
EXECUTION OF DOCUMENTS:
13.1 Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the President or vice-President and by the Treasurer. The President shall ensure that the seal of the Association is affixed to all documents requiring seal.
13.2 Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President or Vice-President and the Treasurer or by any other person authorized by the Executive.
13.3 All cheques, drafts or orders for the payment of money and all notes and acceptance and bills of exchange shall be signed by such Officer or Officers as the Executive may from time to time designate.
ARTICLE 14
FISCAL YEAR, ACCOUNTS AND AUDIT:
14.1 The fiscal year of the Association shall terminate on the 31st day of October in each year or on such other date as the Executive shall be resolution from time to time designate.
14.2 The Executive shall cause to be kept proper books of accounts with respect to all sums of money received and expended by the Association and the matters in respect of which receipts and expenditures take place, all sales and purchases of securities and other property by the Association, the assets and liabilities of the Association and other financial transactions affecting the financial position of the Association.
14.3 The books of accounts shall be kept at the Head Office of the Association or other such place as designated by the Executive and shall be open to the inspection of the Officers at all times.
14.4 The appointment rights and duties of the auditor or auditors of the Association shall be regulated by the laws governing the Association. At least once every financial year the accounts of the Association shall be examined and the correctness of the statement of receipts and expenditures and of the balance sheet shall be ascertained by the auditor or auditors.
14.5 A chartered accountant shall be appointed at the Annual General Meeting of the Association for the purposes of reviewing the accounts or conducting an audit.
14.6 In the event of the dissolution of the Association, assets, if any remaining after the satisfaction of Association debts, shall be donated to Charities as agreed to by the members.
14.7 All monies accruing to the Association shall be used to further its objectives and shall not be diverted to the direct benefit of member organizations or its representatives in any way.
ARTICLE 15
MEMBERSHIP FEES:
15.1 Membership fees shall be paid on an annual basis and are due prior to the commencement of the Annual General Meeting.
15.2 Changes to membership fees may be approved by a majority vote of all full members in attendance at an Annual General Meeting.
ARTICLE 16
HEAD OFFICE:
16.1 The Head Office of the Association shall be in the Province of Ontario and at such location as the Executive designates.