Bylaws
AD-11-2010
River Road Community Alliance
Approved November 22, 2010
ARTICLES OF INCORPORATION
The River Road Community Alliance Inc. is a New Brunswick corporation. It was originally formed in 1997 under the name of the River Road Community Alliance Inc. For full detail of the incorporation refer to the Letter Patent Incorporating document No. 025180 of the Province of New Brunswick signed Sept 24, 1997.
Bylaws (Downloadable Copy)
Article I -Offices
Section 1: Principal Office
The location of the principal office of the River Road Community Alliance Inc (the "Organization") shall be determined from time to time by the Board of Directors of the Organization.
The location for purpose of mailing continuity is
311 Bay Crescent Drive
Saint John, NB
E2M 6M1
Article II -Powers
Section 1: Members
The members of the Organization shall have such powers as may be conferred upon them under New Brunswick law and these Bylaws.
Section 2: Board of Directors
The Board of Directors of the Organization shall have such powers as may be conferred upon it by New Brunswick law and these Bylaws.
Article III - The Community
The "community" is defined as the Westfield Road, and connected secondary roads in the City of Saint John, New Brunswick, between the south end of Westfield Road at Bay St. to the Saint John/Grand Bay-Westfield boundary .
Article IV - Membership
Membership is extended to all residents of the community age 18 and above. Each member is entitled to all rights and privileges of the Organization.
Residents are defined as persons whose civic address is in the community.
Section 1: Rights and Privileges of Membership
A. Voting Rights
Each member is entitled to one vote on each matter submitted to the membership for a vote.
B. Directorships, Officer and Committee Positions
Any member may serve as a director or officer of the Organization or serve on an Organization committee.
Section 2: Dues, Fees and Donations
Dues are not required for membership but the Organization will accept and occasionally solicit donations.
Section 3: Other Rights and Obligations
Each member shall have such other rights and obligations as the Board of Directors may prescribe by resolution from time to time.
Article V - Board of Directors
Section 1: Composition
The Board of Directors consists of four officers (as defined below) and up to eight directors-at-large. As further described in Article VIII of these Bylaws, all are elected by the voting membership including, Chairperson, ViceChairperson, Treasurer, Secretary.
Section 2: Powers
The Board of Directors shall manage and direct the business and affairs of the Organization in accordance with the Articles of Incorporation of the Organization. The Board of Directors may exercise all powers of the Organization and do all lawful acts and things on its behalf as are not forbidden by statute, the Articles of Incorporation, or these Bylaws.
Section 3: Duties of Officers
A. The Chairperson calls and presides at meetings of the Organization, the Board, and the Executive Committee, and appoints chairs and members of Organization advisory committees, subject to Board approval.
B. The Vice Chairperson assumes the duties of the Chairperson in the absence or incapacity of the Chairperson and performs such other duties as the Chairperson or the Board may assign.
C. The Secretary keeps minutes of all Organization, Board, and Executive Committee meetings and distributes them in accordance with Board policies and procedures; and performs such other duties as theChairperson or the Board may assign.
D. The Treasurer (1) oversees Organization finances; (2) works with Organization staff to prepare an annual budget for approval by the Board; and (3) delivers a report to the members on the Organization’s financial condition at the Organization’s annual general meeting. TheTreasurer performs such other duties as the Chairperson or the Board may assign.
Section 4: Terms of Office
All officers may serve for a term of two years and no officer shall maintain their position for more than two consecutive terms. Terms for all individuals on the Board shall begin with their installation at the Organization’s annual general meeting and is renewable.
Section 5: Vacancies
If there is a vacancy on the executive an officer shall be appointed by a majority vote of the entire Board and shall serve until the next scheduled election or AGM, whichever comes first, at which time they must be ratified to continue in service.
Section 6: Removal
Directors and Officers may be removed with or without cause by the voting members only, in accordance with New Brunswick law.
Section 7: Meetings of the Board
Meetings of the Board of Directors may be held at such time and place, within or outside the Community. Regular meetings of the Board shall be held, with or without notice, at such time and place as shall from time to time be fixed in advance by resolution of the Board. Reasonable notice of each meeting of the Board stating the time and place shall be given.
The Board of Directors may invite members of the community to attend Board meetings at their discretion.
Section 8: Quorum and Voting
At any meeting of the Board of Directors, a majority of the entire Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The affirmative vote of a majority of the directors of the Board present at any meeting at which a quorum is present shall be necessary for the passage of any resolution, except as otherwise provided by New Brunswick law or these Bylaws. If a quorum shall not be present at any meeting of the Board, the directors present may adjourn the meeting, from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.
Section 9: Participation in Meetings by Telephone or Email
At any meeting of the Board of Directors, any one or more of the directors may participate by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 10: Action by Unanimous Written Consent
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all directors of the Board consent thereto in writing and/or by electronic mail. The written consents and copies of the electronic mail consents to each such action shall be filed with the minutes of the proceedings of the Board.
Section 11: Compensation
Directors shall not receive any compensation for their services as directors but the Board may by resolution or policy authorize reimbursement of expenses incurred in the performance of their duties. Nothing in these Bylaws shall preclude a director from serving the Organization in any other capacity and receiving compensation for such services.
Article VI - Working Groups
Working groups shall be empowered by the board to fulfill specific interests of the Organization.
Article VII - Meetings
Section 1: Community Meetings
General meetings shall be held at a location and time determined by the Board. The membership shall be notified of the time and place of the annual meeting at least twelve days, and no more than fifty days, prior to the date of the meeting. A minimum of three meetings shall be held during the year with one of these meeting being the annual general meeting.
Section 2: Directors’ Meetings
A minimum of five Directors meetings shall be held between annual general meetings.
Section 3: Transaction of Business
The parliamentary procedures specified in Robert’s Rules of Order, latest revised edition, govern business meetings of the Organization when they are applicable and consistent with the governing documents.
Section 4: Time and Place of Meetings
The Board of Directors shall determine the time and place of meetings.
Article VIII - Elections
Section 1: Nominating Body
The Nominating Body shall be responsible for the selection of qualified candidates for Organization office and for the conduct of the annual election in accordance with this Article VIII. Only members selected by the Directors shall serve as nominators.
Section 2: Elections.
A. Time of election. Elections for officers and directors shall be conducted every second year during the annual general meeting. Elections to fill vacancies may be held during the annual general meeting between election years. Nominations recommended by the nominating body must be submitted to the Board of Directors at least one week prior to the annual general meeting. Members may challenge the final slate by nomination from the floor during the annual general meeting.
B. Count of votes and announcement of results. Candidates shall be elected by plurality of votes cast. A tie vote shall be resolved by a second ballot. Following the vote at the annual general meeting the officers and directors will be installed in the positions for which they were elected.
Article IX - Amendments
Section 1: General
Amendments to these Bylaws made by the Board of Directors between annual general meetings must be ratified for continuance at the next annual general meeting.
Section 2: Amendment by the Voting Members including officers and directors
Any voting member in good standing may propose an amendment to the Bylaws by submitting a written petition to the Board of Directors that is signed by at least one other voting member and that sets forth the proposed amendment. The Board of Directors must give a minimum of thirty days notice to the voting members for a vote on any proposed amendment originated by a written petition signed by at least one other voting member in good standing. Notice of the amendment may include a statement whether the Board recommends passage of the Bylaws amendment, recommends passage of the amendment with certain changes, does not recommend passage or takes no
position. A Bylaws amendment requires an affirmative vote of two-thirds of the valid votes cast by the voting members present at an annual general meeting.
Article X - Indemnification
Section 1: General
The Organization may indemnify anyone, if it so chooses, to the fullest extent permitted by New Brunswick law.
Section 2: Insurance
At this time there is no director liability insurance.