Constitution

Constitution of the Ontario Vegetation Management ASSOCIATION ()

Adopted April 2, 1986; Latest Revision September 22, 2016

1. MEMBERSHIP:  

1.1 Any person or organization having an interest in some phase of vegetation management in the province of Ontario shall be eligible to hold membership in this association.

1.2 Membership shall be of 2 kinds:

(a) Individual
(b) Sustaining

1.3 Individual Membership: Shall be open to all individuals who have an active interest in some phase of vegetation management in Ontario. Individual member will have the right to vote and to hold office.

1.4 Sustaining Membership: Shall be open to all individuals or organizations who have an active interest in some phase of vegetation management; who wish to offer extra support to the organization in return for certain rights and privileges which will be proclaimed by the Board of Directors from time to time. Sustaining membership includes one transferable voting membership.

2. MEMBERSHIP FEES:

2.1 Membership fee shall be determined for each kind of member, annually, by the Board of Directors.

2.2 Membership period shall run from September 1st to August 31.

2.3 Membership fees shall be due and payable at the Annual General Meeting (AGM) in each calendar year.

3. WITHDRAWALS, SUSPENSION, EXPULSION:

3.1 Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Business Manager-Treasurer. There will be no refund of membership fees.

3.2 If any member is in arrears for fees or assessments for any year, such members shall be automatically suspended at the expiration of six months from date on which dues were payable and shall thereafter be entitled to no membership privileges or powers in the association until reinstated.

4. BOARD OF DIRECTORS:  

4.1 The governance of this association shall be vested in a Board of Directors, which shall consist of Past President, President, Vice President, Business manager-Treasurer, and four other directors.  Directors, with the exception of the past president, are each elected to a 2 year term by members in good standing at the annual general meeting of the association. The board shall elect from among the directors so elected, at the first board meeting following the annual general meeting, a President, Vice President, and Business Manager-Treasurer.

4.1.1 Members of the Board of Directors shall include representation of the following:

              –       Ontario Ministry of Environment and Climate Change

              –       Ontario Ministry of Natural Resources and Forestry or Forestry Sector

              –       Public Works

              –       Service Providers

              –       Products/Technology Providers

4.2 The office of Business Manager-Treasurer may be filled by two people if the Board so desires. The treasurer shall be a board member. The Business Manager may be any qualified person appointed by the Board, and remuneration, if any, shall be determined by the Board. The Business Manager shall be a non-voting officer of the Ontario Vegetation Management Association.

4.3 The Board shall, subject to the by-laws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the Association. Meetings of the Board shall be held as often as may be required, but at least twice a year, and shall be called by the President.

4.3.1. The Board may create committees from the general membership to expedite the objectives of the Association. Each such committee will have at least one board member on it.

4.4 A special meeting may be called on the instructions of any two members of the Board provided they request the President in writing to call such a meeting and state the business to be brought before the meeting.

4.5 Meetings of the Board shall be called by 10 days notice in writing to each member or by three days notice by telephone.

4.6 Any five members shall constitute a quorum.

4.7 A meeting may be held without notice if a quorum of the Board is present.

4.8 The board of directors may conduct business via meetings in-person, via teleconference, or via other electronic means.

5. PRESIDENT AND VICE-PRESIDENT:

5.1 The President, when present, shall preside at all meetings of the Association and of the Board. In his absence the Vice-President shall preside at any such meetings, and in the absence of both a chairman may be elected by the meeting to preside thereat.

6. BUSINESS MANAGER

6.1 It shall be the duty of the Business Manager to arrange and attend all meetings of the Association and of the Board, and to keep accurate minutes of the same. The Business Manager will prepare financial statements and pay invoices. The Business Manager shall have charge of all the correspondence of the Association and be under the direction of the President and the Board.

6.2 The Business Manager will keep a record of all the members of the Association and their addresses, send all notices of the various meetings as required, and shall collect and receive the annual dues or assessments levied by the Associations, any monies to be promptly deposited in a chartered Bank as hereinafter required.

6.3 The Business Manager will make arrangements for the Annual General Meeting, will keep the OVMA web site up to date and will produce once annually the OVMA newsletter.

7. TREASURER:

7.1 The Treasurer will properly account for the funds of the Association and keep such books as may be directed. The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement set forth of the financial position of the Association.

8. AUDITING:

8.1 The books, accounts and records of the Business Manager and Treasurer shall be audited each year if the Board of Directors decides it is necessary by a duly qualified accountant or by two members of the Association elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by the Treasurer at the Annual General Meeting of the Association. June 30 in each year shall be the end of the fiscal year of the Association.

8.2 The books and records of the Association may be inspected by any member of the Association at the annual meetings provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.

9. MEETINGS:

9.1 This Association shall hold an Annual General Meeting (AGM) on or before the 1st of October in each year and this meeting may be held in conjunction with the annual OVMA summer/fall tour and due notice shall be given to all members. At this meeting, there shall be elected at least two new directors unless current directors wish to stand for another one or two year term. The elected directors shall appoint a President, Vice-President and Treasurer to a two-year term.

The directors so elected shall form a Board and shall serve until their successors are elected and installed.  Any vacancy occurring during the term shall be filled at the next AGM, provided it is so stated in the notice calling such meeting.  If two or more vacancies occur between Annual General Meetings when the election of officers occurs, then the Board may appoint an interim director with full privileges from the Active membership list until the next Annual General Meeting.  A Member in good standing shall be eligible to any office in the Association.

9.2 Meetings of the Association may be called at any time by the Business Manager upon the instructions of the President or Board by notice in writing to the last known address of each member, postmarked eight days previous to the date of such meeting. A special meeting shall be called by the President or Business manager upon receipt by him of a petition signed by one third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by letter to the last known address of each member, postmarked eight days previous to the meeting.

9.3 Seven members or one-third of the total membership, whichever is greater, in good standing shall constitute a quorum at any general meeting and at any special meeting.

10. VOTING:

10.1 Any member in good standing who has not withdrawn from membership as herein provided shall have the right to vote at any meeting of the association. Such votes may be made in person and not by proxy or otherwise.

11. REMUNERATION:

11.1 Unless authorized at any meeting and after notice of same shall have been given no officer or member of the association shall receive any remuneration for services other than documented expenses.

12. BY-LAWS AND OBJECTS:

12.1 The By-Laws and Objects may be rescinded, altered or added to by an “Extraordinary Resolution” passed by a majority of not less than three fourths of such members entitled to vote as are present in person, at a general meeting of which one month’s written notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given.

13. CONCERNING INDEMNIFICATION OF DIRECTORS AND OFFICERS

13.1 Subject to paragraph 2 below, every Director and Officer of the Ontario Vegetation Management Association, and his or her heirs, executors, administrators and other legal personal representatives shall be indemnified and saved harmless against
a) Any liability and all costs, charges, and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of anything done or permitted by him or her in respect of the execution of duties of his or her office; and,
b) All other costs, charges and expenses that he or she sustains or incurs in respect of the affairs of the Ontario Vegetation Management Association.

13.2 The indemnification aforementioned shall not apply to any liability, costs, charges or expenses that he or she sustains or incurs in or about any action, suite or other proceeding as a result of which he or she is adjudged to be;
a) In breach of any duty or responsibility under Statute;
b) In breach of any duty or responsibility under this constitution;
c) In bad faith;
d) Acting not in the best interests of the association; unless, in an action brought against him or her in their capacity as director or officer, he or she has achieved complete or substantial success as a defendant.

13.3 This indemnification aforementioned shall be deemed to benefit all officers or directors of the Ontario Vegetation Management Association whether past or present, in respect of any action, suit or proceeding, and notwithstanding that said action, suit or proceeding has not as yet been proposed or commenced.

13.4 This indemnification shall benefit all officers and directors of the Ontario Vegetation Management Association whether past or present, in respect of any action, suit or proceeding, and notwithstanding that said action, suit or proceeding has not as yet been proposed or commenced.

13.5 This indemnification shall benefit all officers and directors of the Ontario Vegetation Management Association who are duly elected and qualified, are appointed or elected in accordance with the Constitution of the Ontario Vegetation Management Association.


OBJECTIVES
OF
THE ONTARIO VEGETATION MANAGEMENT ASSOCIATION
Adopted Feb. 2, 2010

(1) To provide a means for vegetation managers to discuss and resolve mutual problems.
(2) To encourage the study and better understanding of all phases of vegetation management.
(3) To continuously strive to raise the standard of professionalism through training and information programs.
(4) To establish and maintain effective liaison with Federal, Provincial and Municipal Government.
(5) To promote vegetation management best practices through research and development.
(6) To review and disseminate vegetation management information to the membership and to the public.

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