CPTED Ontario By-Laws

Article One

Organization

 Section 1.1   Name:  The name of this organization shall be known as CPTED Ontario.  The organization may at its pleasure by a vote of the membership body change its name by a majority vote.

 Article Two

Nature of the Organization

 Section 2.1  Purpose and Activities:  As provided in the Articles of Incorporation CPTED Ontario is organized for the purpose of engaging, at no profit, exclusively in charitable, educational and administrative activities, as the same may from time to time be amended or superseded, and, more particularly and in furtherance of such activities to seek, investigate, and carry our programs and projects for the improvement of the quality of human life in a manner which enhances and improves the physical environment and reduces the perception and reality of crime.

It is specially provided that in the event of dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more qualified donees as defined under the provisions of the Income Tax Act.

Section 2.2   Mission:  To reduce the fear and incidence of crime as well as improve the quality of life by promoting the implementation of Crime Prevention Through Environmental Design (CPTED) principles.

Article Three

Membership

 Section 3.1   Individual Membership – Active members have full voting rights, may hold office and may serve on all standing and ad hoc committees so long as they maintain current membership.  Any active member may be removed from Association membership when sufficient cause exists.  This action shall be done by vote of a majority of the Board of Directors.  Dues for active membership shall be determined by the Board of Directors on an annual basis.

Section 3.2   Corporate Membership – shall be open to any government, corporate, private non-profit or private for profit organizations, who wish to further the goals and objectives of CPTED Ontario. Organizational members have one vote and a delegate must be identified as the voting representative.  Any organization member may be removed from the Association membership when sufficient cause exists.  This action shall be done by vote of a majority of the Board of Directors.  Dues for organizational membership shall be determined by the Board of Directors on an annual basis.

Section 3.3   Honourary Membership – either annual or lifetime, shall be conferred on any person, or organization, who in the opinion of the Board of Directors, has performed outstanding service to the Crime Prevention Through Environmental Design field.  Honourary members may participate in all Association activities, but may not vote, hold office or serve on committees.  Any honourary member may be removed from Association membership when sufficient cause exists.  This action shall be done by vote of a majority of the Board of Directors.  Honourary membership is a designation and the designee is not required to pay dues.

Section 3.4   Student Membership – shall be open to individuals who are full-time students at accredited schools or universities in the Province of Ontario.  Student members may participate in all Association activities, but may not vote, hold office or serve on committees.  Any student member may be removed from Association membership when sufficient cause exists.  This action shall be done by vote of a majority of the Board of Directors.  Dues for student membership shall be determined by the Board of Directors on an annual basis.

Article Four

Board of Directors

 Section 4.1   General Power and Authority:  The property, affairs, business and activities of this organization shall be managed and conducted by a Board of Directors, herein after referred to as “the Board”.  Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its Chair after due notice to all the board members of such meeting.

Section 4.2  Number of Board Members:  There shall be a minimum of nine (9) Board members and this shall include the Officers of the organization, Chair, Vice-Chair, Secretary, Treasurer, immediate Past Chair and a  minimum of four Directors at Large, herein after referred to as “Directors”  The Directorship shall be representative of the diverse professional makeup of its members.

Section 4.3  Continuation in Office:  After the expiration of the term for which he/she was elected, a Board Member shall, unless he/she sooner resigns, dies, becomes incapacitated or is removed, continue to hold office until his/her successor is elected.

Section 4.4   Vacancies:  A vacancy existing by reason of the resignation, death, incapacity or removal of an elected Board Member before the expiration of his/her term shall be filled by appointment at any meeting of the Board of Directors.

Section 4.5   Chair of the Board:  The Chair of the organization shall preside as Chair of the Board at all meetings of the Board.  In the absence of the Chair at a scheduled Board meeting, the Vice-Chair shall preside as Chair.

Section 4.6   Term of Office:  The Chair of the organization shall be elected at the annual membership meeting.  Other Officers and Directors shall be elected at the annual membership meeting.  All Officers and Directors shall be residents of the Province of Ontario and a citizen of Canada.  Newly elected Officers and Members of the Board will assume their respective offices the first day of January immediately following their election.

Section 4.7   Removal of Officers and Members of the Board:  Officers and Members of the Board of Directors, elected by the membership, may be removed when sufficient cause exists for such removal.  The Board of Directors may entertain charges against any director.  An officer or board member may be represented by counsel upon any removal hearing.  The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.

Should a Director be absence from three consecutive Board meetings, the Board of Directors may in its discretion consider the removal of that Director from the Board.

Section 4.8   Compensation:  No Officer or Board Member of this organization shall for reason of his/her office be entitled to receive any salary or compensation as an Officer or Board Member of this organization.  Nothing herein shall be construed to prevent an Officer or Board Member from receiving reimbursement compensation for reasonable expenses incurred while conducting business related to stated organizational purposes or written direction from the Board of Directors.

Article Five

Committees of the Board

Section 5.1  Committees:  The Board of Directors may, by resolution adopted by a majority of the Board Members holding office, designate and appoint such committees, and may assign to any such committee such functions, not inconsistent with applicable law, the Articles of Incorporation or these By-laws, as the Board may deem appropriate.

Section 5.2  Executive Committee:  The Board of Directors may, by resolution adopted by a majority of the Board Members holding office, establish an Executive committee to consist of not less than three (3) Board Members nor more than five (5) of the Board Members, including the Chair.  To the extent specifically provided by resolution of the Board of Directors, and to the extent not inconsistent with applicable law, the Article of Incorporation and these By-laws, the Executive Committee shall have and may exercise the authority of the Board in the management and conduct of the property, affairs, business and activities of the organization.

Article Six

Meetings of the Board of Directors

Section 6.1   Place of Meetings:  The Board of Directors may hold its meetings at such places, with the Province of Ontario, as the Board may from time to time determine.

Section 6.2   Organizational Meeting:  Promptly after incorporation of the Organization there shall be an initial organizational meeting of the Board of Directors.

Section 6.3   Regular Meetings:  At a minimum, the Board of Directors shall meet at the place, and on the date, of the regular scheduled organization business meeting.  The Board shall meet at sufficient time, prior to the start of the regular meeting, as necessary for completion of board actions.

Section 6.4   Rules and Quorum:  The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.  A majority of the Members of the Board of Directors shall constitute quorum.

Section 6.5   Voting:  Each Member of the Board shall have one vote and such voting may not be done by proxy.

Article Seven

Duties of Officers

Section 7.1   Chair:  The Chair shall preside at all organization meetings.  He/she shall present at each annual meeting of the organization an annual report of the work of the organization.  The Chair, with the approval of the Board of Directors, shall appoint all committees, temporary or permanent, see all books, reports and certificates as required by law are properly kept or filed and shall be one of the officers who may sign the checks or drafts of the organization.  The Chair shall have such powers as may be reasonable construed as belonging to the chief executive of any organization.

Section 7.2   Vice-Chair:  The Vice-Chair shall, in the event of the absence or inability of the Chair to exercise his/her office, become acting Chair of the organization with all the rights, privileges and powers as if he/she had been duly elected Chair.

Section 7.3   Secretary:  The Secretary shall keep the minutes and records of the organization in appropriate order.  He/She shall file any certificate required by any statute, federal or provincial.  The Secretary shall give and serve all notices to members, be the official custodian of the records and may be one of the officers required to sign the checks and drafts of the organization.  At regular meetings, he/she shall present any communication received as Secretary of the organization.  The Secretary shall attend to all correspondence of the organization and to all duties incident to the office of Secretary.

Section 7.4   Treasurer:  The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.  He/She shall cause all organization funds to be deposited in a bank credit union or trust company and must be one of the officers who shall sign checks or drafts of the organization for expenditures. The Treasurer shall render, at stated periods as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.  The Treasurer shall exercise all duties incident to the office of the Treasurer.

Section 7.5   Past Chair:  The past Chair becomes an ex-officio voting member of the Board of Directors upon completion of the term as Chair of the organization.  He/She may assume such duties and responsibilities as designated by the Board of Directors.

Article Eight

Meetings

Section 8.1   Annual Meeting and Election of Officers:  The annual membership meeting of this organization shall be held in the fall of each and every year.  The Secretary shall cause to be mailed or e-mailed to every member in good standing at his/her address as it appears on the official membership roll of this organization a notice telling the time and place of such annual meeting.  At this meeting the election of Officers and Members of the Board of Directors shall be held.

Section 8.2   Scheduled Board Meetings:  The minimum regular Board meetings of this organization shall be in March, June, December and the annual membership meeting. Special or supplementary meetings will be scheduled on an as need basis.

Section 8.3   Quorum:  The presence of not less than 50% of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of this organization.

Section 8.4   Special Meetings by Chair:  Special meetings of this organization may be called by the Chair when he/she deems it for the best interest of the organization.  Notices of such meeting shall be mailed to all members at their addresses as they appear on the official membership roll at least ten (10) days but not more than thirty (30) days before the scheduled date set for such special meeting.  Such notice shall state the reasons such meeting has been called, the business to be transacted at such meeting and by whom called.

Section 8.5  Special Meetings by Board or General Membership:  At the request of two (2) members of the Board of Directors or a majority of the members of the organization, the Chair shall cause a special meeting to be called but such request must be made in writing at least ten (10 ) days before the requested scheduled date.

Section 8.06  Restrictions on Business at Special Meetings:  No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Section 8.7  Order of Meetings:  The order of all Board and special meetings shall follow Roberts Rules of Order.  The agenda order is listed below:

Roll call of members present and acknowledgment of guests.

Reading of the minutes of the preceding meeting.

Reports of Committees.

Reports of Officers.

Old and Unfinished Business.

New Business.

Good and Welfare, Roundtable.

Agenda Items for next meeting.

Adjournments

Section 8.8   Voting at Meetings:  At all meetings, except for the election of officers and members of the board, all votes shall be viva voice.  At the annual election of officers, ballots shall be provided.

Section 8.9   Questions:  At any regular or special meeting if a majority so requires any question may be voted upon in the manner and style provided for election of officers and members of the board.  Each active member present shall be awarded one vote.

Section 8.10   Voting by Ballot:  At all votes by ballot, the Chair of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the Chair the results and the certified copy shall be physically affixed in the official minutes of that meeting.

Section 8.11   Inspector Qualifications:  Inspectors of Election shall be members in good standing.  No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

Article Nine

Dues

Section 9.1   Annual Dues:  The dues of this organization shall be as described under classification of membership.

Article Ten

Financial Provisions

Section 10.1   Fiscal Year:  The fiscal year of the organization shall begin on October 1, and end on September 30.

Section 10.2   Financial Review:  The Board of Directors shall annually designate, and direct the Officers to perform a financial review of the accounts of the organization and make an annual report to the Board and general membership.

Article Eleven

Amendments

Section 11.1   Amendment to By-Laws:  These by-laws may be amended, repealed or added to by an affirmative vote of not less than two-thirds of the membership present at the annual meeting and election of officers.

Article Twelve

Dissolution of the Organization

Section 12.1   Dissolution Procedure:  The dissolution of this organization and disbursement of assets shall be governed by appropriate statutes at the time of dissolution.

Amended on October 26, 2010