Island Park Community Association Constitution
CONSTITUTION (as of June 20, 2025)
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1. DEFINITIONS
As used herein, the following words and phrases shall have the following meaning:
(a) Island Park Community Association: This Association shall be known by the name of the Island Park Community Association, and is referred to hereinafter as the "Association."
(b) Member: A Member shall be any person who is 18 years of age or over:
1) residing within the boundaries of the Association, or
2) owning property within the boundaries of the Association, and
3) having paid Association membership dues.
Categories and terms of membership shall be fixed from time to time by the Board of Directors and shall become effective when confirmed by a vote at an annual or other general meeting.
(c) A Member in Good Standing: A Member in good standing is a Member who has paid current membership dues. Alternatively, a Member in good standing is a Member who undertakes to perform voluntary work for the Association that is deemed by the Board of Directors to be equivalent in value to the dues.
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d) Resident: A resident means a person who lives on Island Park Drive, Island Park Crescent, or Harmer Ave (South of IPD).
(e) Owner: An owner means a person who owns property on Island Park Drive, Island Park Crescent, or Harmer Ave (South of IPD).
2. OBJECTIVES OF THE ASSOCIATION
The objective of the Association is to promote the quality of life in the community so that Island Park Drive is a pleasant, fulfilling and meaningful place in which to live, by:
â– acting as a community spokesperson in promoting and protecting the interests of the community;
â– actively participating in the planning and future development of Island Park Drive and the community;
â– supporting and undertaking programs that provide for the safety and security of the community;
â– communicating local news and events of interest to the community;
â– undertaking and encouraging social, recreational and commercial activities that the Association deems to be of benefit thecommunity;
â– organizing public participation in community issues;
â– cooperating with other community groups and businesses in the area and in the city.
3. BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board consisting of 5 to 9 Directors, each of whom shall be a Member of the Association in good standing on the date of his/her election and shall remain a Member of the Association in good
standing throughout his/her term of office. Each Director shall be elected to hold office until the Annual Meeting after he/ she shall have been elected or until his/her successors shall have been duly elected and qualified. The whole Board shall be retired at each Annual Meeting, but shall be eligible for re-election if otherwise qualified. The election shall be by a show of hands unless a ballot is demanded by not less than two-thirds of the Members present at such Annual Meeting.
4. REMOVAL OF A DIRECTOR BY THE MEMBERS
The Members of the Association may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office and, may, by a majority of the votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term. No Board Member shall be removed from office pursuant to this clause without an opportunity to be heard.
5. REMOVAL OF A DIRECTOR BY THE BOARD OR DIRECTORS
A Member of the Board may be removed or disqualified from office, by a two-thirds majority vote of the Board of Directors before the expiration of his/her term of office for any of the following reasons:
(i) as a result of being absent from three (3) consecutive Directors' meetings without valid reason being provided to the President or Vice President prior to each meeting;
(ii) as a result of not fulfilling, in the opinion of a majority of Board Members, his/her functions to which he/she has been assigned by the Board of Directors;
(iii) as a result of conduct unbecoming a Member of the Board, as assessed as being unbecoming by a vote of the Board of Directors.
No Board Member shall be removed from office pursuant to any of these provisions without an opportunity to be heard.
6. VACANCIES, BOARD OF DIRECTORS
Vacancies on the Board of Directors may, so long as a quorum of Directors remains in office, be filled by the Directors from Members of the Association, if they see fit to do so. Otherwise, such vacancies shall be filled at the next Annual Meeting of the Members at which the Directors for the ensuing year are elected. However, if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the Members to fill at least enough vacancies so as to create a quorum.
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7. QUORUM AND MEETINGS, BOARD OF DIRECTORS
A majority of the Directors shall form a quorum for the transaction of business. The Board of Directors shall hold meetings at such place or places as it may from time to time determine. No formal notice of any such meetings shall be necessary if all Directors are present or if those absent have signed their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the
President, Vice President or by the Secretary on the Direction of the President, Vice President or by the Secretary on the direction of two Directors. Notice of such meetings shall be delivered to each Director not less than five (5) days before the meeting is to take place or shall be mailed to each Director not less than five (5) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this constitution shall be sufficient and conclusive evidence for the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings, no notice need be sent. If a meeting date is appointed at a Board meeting, no notice need be sent to the
Directors present at the Board meeting. Notice must be sent, however, to those Directors absent from the meeting unless the meeting is a regular meeting date so appointed by the Board. A Directors' meeting may also be held, without notice, immediately following the Annual Meeting of the Association. The Directors may consider or transact any business, either special or general, at any meeting of the Board.
8. ERRORS IN NOTICE, BOARD OF DIRECTORS
No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting. Any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
9. VOTING, BOARD OF DIRECTORS
Questions arising at any meeting of Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chairperson of the meeting shall have the deciding vote. All votes at such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. In the absence of the
President, his duties may be performed by the Vice President or such other Director as the Board may from time to time appoint for that purpose.
10. POWERS
The Directors of the Association may, on majority vote of the Board, administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and all such acts and things as the Association is by its charter or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the Directors are expressly
empowered, from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks,
rights warrants, options and other securities, land, buildings and other property, moveable and immoveable, real or
personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they deemed advisable.
11. EXECUTIVE COMMITTEE
The day-to-day affairs of the Association shall be governed by an Executive Committee consisting of the Officers of the Association, the immediate past President of the Association and such other Directors as the Board may from time to time appoint for the purpose. The expenditure initiation authority of the Executive Committee for unbudgeted items, in the absence of a decision of The Board of Directors, is limited to $200.00. Any exercise of such authority must be recorded and reported at the subsequent meeting of the Board.
12. SUB-COMMITTEES
The Board of Directors may by resolution establish sub-committees with such mandates, functions and funding as the Board may from time to time determine. Each sub-committee shall appoint at least one (1) Chairperson. The spending authority of the sub-committee Chairpersons is limited to the budgeted mandates as approved, from time to time, by the Board.
13. OFFICERS OF ASSOCIATION
There shall be a President, a Vice President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary Treasurer and such other Officers as may hold more than one office except the offices of President and Vice President. The President and Vice President shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. The other Officers of the Association shall be elected by the Board of Directors and must be Members of the Association but need not be Members of the Board. In the absence of written agreement to the contrary, the employment of all Officers shall be settled from time to time by the Board.
14. DUTIES OF PRESIDENT AND VICE PRESIDENT
The President shall, when present, preside at all meetings of the Members of the Association, the Board of Directors and the Executive Committee. The President shall also be charged with the general management and supervision of the affairs and
operations of the Association. The President with the Secretary or other Officers for appointed by the Board for such purposes shall sign all by-laws. During the absence or inability of the President, his/her duties and powers may be exercised by the Vice
President. If the Vice President or such other Director as the Board may from time to time appoint for such purpose, exercises any such duty or power, the absence inability of the President shall be presumed with reference thereto.
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15. DUTIES OF SECRETARY
The Secretary shall be ex-officio Clerk of the Board of Directors. He/she shall ensure that a record of all facts and minutes of all proceedings in the books kept for that purpose. He/she shall give all notices required to be given to Members and to
Directors. He/she shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts or other documents belonging to the Association which he/she shall deliver up only when authorized by resolution of
the Board of Directors to do so and to such person or persons as may be named in the resolution, and he/she shall perform such duties as may from time to time be determined by the board of Directors.
16. DUTIES OF TREASURER
The Treasurer, or person performing the usual duties of a Treasurer, shall ensure that a full and accurate account of all receipts and disbursements of the Association is kept in proper books of account and shall ensure the deposit of all monies or other
valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors. He/she shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof, or whenever required of him/her, an account of all his/her transactions as Treasurer and of the financial position of the Association. He/ she shall also perform such other duties as may from time to time be determined by the Board of Directors.
17. DUTIES OF OTHER OFFICERS
The duties of all other Officers shall be such as the terms of their engagement call for or the Board of Directors require of them.
18. EXECUTION OF DOCUMENTS
Deeds, transfers, licences, contracts, agreements or engagements on behalf of the Association shall be signed by either the President or Vice President and by the Secretary; the Secretary shall fix the seal of the Association to such instruments as require the same. Contracts in the ordinary course of the Association's operations may be entered into on behalf of the Association by the President, Vice President, Secretary or by any other person authorized by the Board. Notwithstanding any provisions to the contrary contained in the by-laws of the
Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons whom, any particular instrument, contract or obligations of the Association may or shall be executed.
19. MEMBERSHIP
The Membership shall consist of such persons, being residents or owners of property on Island Park Drive, Island Park Crescent, or Harmer Ave (South of IPD) as are admitted as Members of the Association. Each Member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the Members. Members in good standing may resign from the Association, which shall be effective upon acceptance thereof by the Board of Directors.
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20. ANNUAL AND OTHER MEETINGS OF MEMBERS
The annual or any other general meeting of the Members shall be held where appropriate, as determined by the Board of Directors.
At every Annual Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors/accountants shall be presented and a Board of Directors elected and auditors/ accountants appointed for the ensuing year. The Members may consider and transact any business, either special or general, without any notice thereof at any meeting of the Members. The Board of Directors with the President or Vice President shall have power to call at any time a general meeting of the Members of the Association. A public notice, including the time, date and location, of an Annual Meeting shall be
communicated at least twenty-five (25) days prior to the holding of any such meeting. No public notice or advertisement of Members' general meetings shall be required but notice of the time and place of every such meeting shall be delivered to
every Member in good standing at least ten (10) days before the time fixed for the holding of such meeting.
22. ERROR OR OMISSION IN NOTICE
No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approveand confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of any Member, Director or Officer shall be his/her last address recorded on the books of the Association.
23. VOTING OF MEMBERS
Voting is limited to one Member in good standing per household or place of business. At all meetings of Members every question shall be decided by a majority of votes of the Members in good standing present in person or represented by proxy unless
otherwise required by the by-laws of the Association. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any Member in good standing. Upon a show of hands, every Member having voting rights shall have
one (1) vote and, unless a poll be demanded, a declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes of the Association shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes taken by the Members in good standing present or by proxy, and such poll shall be taken in such manner as the Chairperson shall direct and the results of such poll shall be deemed the decision of the Association in general meeting upon the matter in question. In the case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairperson shall be entitled to a second casting vote.
24. RULES OF PROCEDURE
Unless otherwise specified in this constitution, the rules contained in Robert's Rules of Order shall govern the business of the Association.
25. FINANCIAL YEAR
Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 31st day of March in each year.
26. FINANCIAL ADMINISTRATION
All cheques or bills of exchange payable to the Association, shall be signed by theTreasurer, or other Officer duly authorized in his/her behalf. All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by any two of the President, Vice President, Treasurer or Accountant of the Association or in such manner as shall from time to time be determined by resolution of the Board of Directors. Any two of such Officers or agents may endorse notes and drafts for collection on account of the Association through its bankers and endorse notes and cheques for deposit with the Association's bankers for the credit of the Association. Any one of such Officers or agents so appointed may arrange, sign, balance and certify all books and accounts between the Association and the Association's bankers and may receive all paid cheques and vouchers and sign all bank forms or settlement of balances and release or verification slips. All expenditures of the Association shall be authorized by the Executive Committee except that in exceptional circumstances, expenditures may be authorized by the
signing Officers who shall report the circumstances to the first meeting of the Executive Committee after the authorization of such expenditures. Auditing shall be performed by a Committee of the Association Members, none of whom shall be Members of the Executive Committee.
27. POLITICAL STATUS
The Association shall not endorse or otherwise support the candidature of any person with respect to any municipal, provincial or federal political office.
28. NOTICE
Any notice (which term includes any communication or document) to be given, sent, delivered or served to a Member, Director, Officer or auditor, shall be sufficiently given if delivered personally, to whom it is to be given, or, if delivered, to his/her recorded address. A notice so delivered shall be deemed to have been given whether it is delivered personally or at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate
communication agency or company or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer or auditor in accordance with any information believed by him/her to be
reliable.
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29. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Every Director, Officer or employee of the Association or any other person who has undertaken, or is about to undertake, any duties or perform any act or deed for or on behalf of the Association, or other person or entity associated with or controlled by
it, and their heirs, executors, assigns and administrators and their estates and their effects respectively (the "indemnified"), shall from time to time be indemnified and saved harmless out of the funds of the Association from and against;
(a) subject to sub-paragraph (b) below, all costs, charges and expenses whatsoever which such indemnified sustains or incurs in or about any action, suit or proceeding which is brought, or which is threatened to be brought, commenced or prosecuted
against such indemnified in respect of any act, deed, matter or thing whatsoever made, Association or any company or other person or entity associated with or controlled by the Association; and
(b) all other costs, charges and expenses which the indemnified incurs or sustains in or about or in relation to the matters giving rise to the claim for indemnity, except such costs, charges and expenses as are occasioned by the willful misconduct, willful
neglect or willful default of the indemnified. No Director or Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or 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 Board for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the, monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insufficiency or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any loss, damage or misfortune which shall happen in the execution of the duties of his/her office or in relation thereto, unless
the same are occasioned by his/her willful neglect or willful default, provided that nothing herein shall relieve any Director or Officer of any liability imposed upon him by the Act.
31. CONFLICT OF INTEREST
Where a Member of the Executive Committee, the Board or a sub-committee of the Board, either on his/her own behalf or while acting for or through another, has a pecuniary interest, direct or indirect, in any matter and is present at a meeting of the Committee, Board or sub-committee, at which the matter is the subject of consideration, the Member,
(a) shall, prior to any consideration of the matter at the meeting, disclose the interest and the general nature thereof;
(b) shall not take part in the discussion of or vote on any question in respect of the matter; and
(c) shall not attempt in any way whether before, during or after the meeting to influence the voting on any such question. For the purposes of this section the pecuniary interest, direct or indirect, of a parent or the spouse or any child of the Member. shall, if know to the Member, be deemed to be also the pecuniary interest of the Member.
32. AMENDMENT OF BY-LAWS
By-laws may be amended by a two-thirds majority vote of the Board of Directors, provided that the proposed amendment was submitted in writing at the previous Board meeting. Any such modifications are subject to ratification by a simple
majority at the next subsequent Annual Meeting of the Association.
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Approved June 20, 2025 by Board of Directors and ratified by members at the Annual
General Meeting of June 5, 2025 (sole amendment was to paragraph 3).