January 30, 2014
Amended June 26, 2018 and October 3, 2019
In this bylaw:
“Board” means the Board of Directors of the Old Ottawa East Community Newspaper Inc.;
“Director” means a member of the Board; and
“Old Ottawa East” means the Ottawa Ontario neighbourhood bounded by the Rideau Canal on the west, Nicholas Street to the north, Rideau River on the east and Avenue Road on the south;
1.0 There is constituted hereby an organization incorporated as the Old Ottawa East Community Newspaper Inc. (operating as “The Mainstreeter”).
2.0 The Purpose and Objects of The Mainstreeter is to provide residents within Old Ottawa East, with timely local information of interest through the printing and dissemination of a community newspaper and operation of a website and social media accounts.
3.0 The head office of The Mainstreeter shall be in Old Ottawa East at such place therein as the Directors may from time to time determine.
4.0 Any person 18 years of age and older is eligible for membership in The Mainstreeter if he/she currently resides or carries on business or owns property at a fixed location in Old Ottawa East. One may become a member of The Mainstreeter by applying for membership in writing, including by e-mail, to the Secretary of the Board. Membership of The Mainstreeter must be renewed every five years.
4.1 Each member shall be entitled to one vote on each question arising at any special or general meeting of the members so long as he/she has been a member for a minimum of 30 days prior to such meeting.
4.2 Members may resign in writing which shall be effective upon acceptance thereof by the Board. Members shall be deemed to have resigned if they cease to reside or carry on business or own property at a fixed location in Old Ottawa East.
4.3 There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by vote of the Board, which vote shall become effective only when confirmed by a vote of the members at any Annual or other general meeting.
4.4 Membership may be revoked at any time by a two-thirds majority vote of the Board of Directors for reasons of misconduct, illegal activities, or the pursuance of issues or activities contrary to the objectives of The Mainstreeter.
4.5 No refund of dues, if applicable, shall be made.
5.0 Composition - The affairs of The Mainstreeter shall be managed and administered by the Board consisting of at least five (5) and no more than eleven (11) members. In addition, the editor, advertising manager, and accounts manager shall be entitled to serve as ex officio, non-voting board members.
5.1 Election of Board Members - Any member of The Mainstreeter may become a Director. Directors shall be elected to vacant board positions for a term of two years at the Annual General Meeting. To be eligible for election, members must inform the Secretary of her/his intention to seek a position on the Board 30 days prior to the annual meeting, and:
a) be nominated by a Director, or
b) have attended 3 (three) consecutive Board meetings and have volunteered for Mainstreeter activities.
5.1.1 Board vacancies - Vacancies may be filled by the Directors from among members of The Mainstreeter, if they shall see fit to do so, or if required to maintain the minimum of five (5) board members.
5.2 Board member terms - Each Director shall be eligible for re-election three times, thereby serving for a maximum of three (3) consecutive two-year terms. A former Director shall be eligible for election after a retirement of at least one year.
5.2.1 Removal from the Board – If, in the opinion of the Board, a member is not acting in the best interests of The Mainstreeter the Board may by a simple majority vote, call a meeting of the
Board to determine whether the member concerned shall be dismissed from the Board. Any Director missing three (3) consecutive meetings of the Board without notice of intent to be absent may be removed from the Board.
5.3 Selection of Chair - The Board of Directors shall choose a Chair from among the Board members by a simple majority vote.
5.4 Meetings - Directors’ meetings may be formally called by the Chair, or by the Secretary on the written direction of two Directors.
5.4.1 Notice of meetings - Notice of meetings of the Board shall be mailed, delivered, telephoned, faxed or delivered by electronic means to each Director not less than 48 hours before the meetings are to take place. The statutory declaration of the Secretary or Chair that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of 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 meeting no notice need be sent. A Board meeting may also be held, without notice, immediately following the Annual General Meeting of The Mainstreeter. The Directors may consider or transact any business either special or general at any meeting of the Board.
5.4.2 Location of meetings - Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.
5.4.3 Meeting quorum - A majority of voting Directors (50% plus 1) will form a quorum for the transaction of The Mainstreeter’s business.
5.4.4 Open and Closed Meetings – Except as provided below, all meetings shall be open to members of The Mainstreeter.
5.4.4.1 A meeting or part of a meeting may be closed to the public if the subject matter being considered is
a) the security of the property of The Mainstreeter;
b) personal matters about an identifiable individual;
c) litigation or potential litigation, including matters before administrative tribunals, affecting the board; or
d) advice that is subject to solicitor-client privilege, including communications necessary for that purpose.
5.5 Resolutions of the Board taken at a meeting of the Board shall be adopted by consensus, defined as general acceptance by all Directors present and eligible to vote. Where, in the sole judgment of the Chair, a consensus cannot be achieved, the Chair shall call a vote and the resolution shall be adopted if a majority of the Directors present vote in favour of the resolution, provided that a quorum remains present, and provided that the chair may cast a second and deciding vote.
5.6 Resolutions of the Board taken outside of a meeting of the Board shall be adopted by consensus, defined as written concurrent or abstention by all Directors of the Board. Where consensus cannot be achieved, the Chair shall refer the resolution to the next meeting of the Board for further debate.
5.7 All resolutions of the Board, including any resolutions adopted in closed meetings or outside of a meeting, shall be noted in a record of decision that shall be made available to all Directors and members of The Mainstreeter upon request.
6.0 A Director may at any time waive the requirement for notice of any Board meeting and may ratify and approve of any or all proceedings taken at the meeting.
7.0 The Directors of The Mainstreeter shall appoint an editor to administer the affairs of The Mainstreeter in all things, and to make or cause to be made for The Mainstreeter, in its name, any kind of contract which The Mainstreeter may lawfully enter, and save as hereinafter provided, generally, may exercise all such other powers and do all such other powers and do all such other acts and things as The Mainstreeter is otherwise authorized to do. The editor’s powers may be limited by the Board through policies. The editor shall make a regular report to the Board at each meeting providing an update regarding the affairs of The Mainstreeter.
7.1 The Board or the editor, in accordance with expenditure limits set by the Board, shall have power to authorize expenditures on behalf of The Mainstreeter from time to time and to make expenditures for furthering the objects of The Mainstreeter.
7.2 The Board may appoint any person or persons to perform any function which it deems necessary to conduct efficiently The Mainstreeter’s business.
7.3 The Board shall set up such standing and temporary committees which it deems necessary to adequately serve the needs of The Mainstreeter. Each standing or temporary committee shall consist of members appointed by the Board. A temporary committee shall exist only so long as it serves a current, useful purpose. A temporary committee may be dissolved by the Board if in the Board's opinion it no longer serves the current, useful description above.
8.0 The Directors shall receive no remuneration for acting as such and no Director shall directly or indirectly receive any profit from his/her position.
8.1 Conflict of Interest - Where a Director, either on her/his behalf or while acting for, by, with or through another, has any pecuniary or personal interest, directly or indirectly, in any material contract or material transaction or other matter, or otherwise has a conflict of interest, as a Director, he/she:
a) Shall disclose her/his interest fully in writing, or at a meeting of the Directors in which the disclosure is entered into the minutes of the meeting;
b) Shall disclose her/his interest and the general nature thereof prior to any consideration of the matter in the meeting;
c) Shall withdraw from the meeting and shall not take part in the discussion of or vote on any question in respect of the matter. Any such withdrawal will not affect the quorum for that part of the meeting; and,
d) Shall not in any way whether before, after or during the meeting, influence the voting on any such question.
The pecuniary or personal interest, direct or indirect, of an immediate family member shall, if known to the Director, be deemed to be also the pecuniary interest of the Director. Every declaration of interest and the general nature thereof shall be recorded in the minutes of the meeting.
9.0 There shall be a Chair, Secretary and other such officers as the Board may designate from time to time. The Chair shall be elected at a meeting held soon after the Annual General Meeting and shall be on the Board. No person shall serve as an officer if after election he/she has been disqualified as a Director.
9.1 The Chair shall, when present, preside at all meetings of members of The Mainstreeter. The Chair shall also be charged with the general management and supervision of the affairs and operations of The Mainstreeter. The Chair shall, with other officers appointed by the Board for such purpose, sign all by-laws. During the absence or inability of the Chair, such other Director as the Board may from time to time appoint for such purpose, exercise any such duty or power, of the Chair.
9.2 The Chair, or designated Director in the absence of the Chair, shall be the official spokesperson for releasing Board information to the public.
9.3 The Secretary will be responsible generally for the drafting of all corporate correspondence and literature at the direction of the Board. Notification of meetings to Directors may be executed by telephone or electronic communication by the Secretary. All correspondence received by the Secretary must be presented at the next applicable meeting. The Secretary will take the minutes of each meeting and will present them at the subsequent meeting at the direction of the Board. He/she will be responsible for the safe custody of all corporate books, records and the corporate seal and must release no information from these books and records except as authorized by the Board or as required by statute.
9.4 The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them.
10.0 Meetings of the members shall be held at a location in Old Ottawa East or elsewhere in Ontario as the Board may determine and on such day as the Directors shall appoint.
10.1 An Annual General Meeting shall be held a minimum of once (1) a calendar year at such date, time and place as chosen by the Board.
10.2 At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the minutes of the previous Annual General Meeting shall be presented.
10.3 The Board of Directors may call one or more Special General Meetings of the members at such date, time and place as chosen by the Board, should the Board deem it necessary.
11.0 No error of omission in giving notice of any election or Annual General Meeting or any adjourned meeting, whether election or general, of the members of The Mainstreeter shall invalidate such meeting or make void any proceedings taken at such meeting and any member may at any time waive notice to any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
12.0 Any meeting of the members or Directors may be adjourned and rescheduled 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 such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
13.0 A quorum for a general meeting and for transaction of any business at such meeting shall be at least four Directors.
14.0 Each member of The Mainstreeter shall at all meetings of members be entitled to one vote.
14.1 Votes at meetings of the members will be decided by a show of hands, which will be tallied by the Chair, unless a member demands a poll. If a poll is demanded the vote will be decided by a majority of votes given by the members present. The Chair is entitled to a second vote if there is no clear majority on any question.
15.0 Unless otherwise ordered by the Board of Directors, the fiscal year of The Mainstreeter
shall terminate on the 31st day of December in each year.
16.0 Deeds, transfers, licenses, contracts and engagements on behalf of The Mainstreeter shall be signed by either the Chair or the Secretary.
16.1 Contracts in the ordinary course of The Mainstreeter‘s operations may be entered into on behalf of The Mainstreeter by the Chair, or Secretary, or by any other person authorized by the Board.
16.2 Notwithstanding any provisions to the contrary contained in the by-laws of The Mainstreeter, the Board may at any time by resolution direct the manner, and the person or persons by whom any instrument, contract or obligations of The Mainstreeter may or shall be executed.
17.0 The Directors shall see that all necessary books and records of The Mainstreeter required by the by-laws of The Mainstreeter or by any applicable statute or law are regularly and properly kept.
18.0 The Mainstreeter shall conduct its affairs on a non-profit basis so that no member derives financial advantage from The Mainstreeter’s transactions.
18.1 Directors are not entitled to remuneration for service but may be reimbursed for reasonable expenses incurred in the conduct of their duties, as approved by the Board.
18.2 All of The Mainstreeter’s funds will be kept on deposit with a Canadian chartered bank, trust company, credit union, or Caisse Populaire.
18.3 Cheques payable by The Mainstreeter shall be signed by two of: the advertising manager, the accounts manager, the editor, and a Director or another designated person.
18.4 The borrowing powers of The Mainstreeter may be exercised by special resolution of the members.
19.0 Additions, amendments or alterations to this by-law shall be made by a two-thirds majority at an Annual General Meeting or Special General Meeting of members. Not in any derogating from the two-thirds majority in the foregoing, Article 8 shall not be added to, amended or in any way altered except by a unanimous vote.
19.1 Subject to the foregoing, the Board of Directors may with proper notice propose additions, amendments or alterations to by-laws at a duly held meeting of members. This by-law does not apply to proposed amendments authorized by the Board of Directors covered elsewhere in The Mainstreeter by-laws.
20.0 Every Director and every officer of The Mainstreeter and heirs, executors, administrators and other legal personal representatives shall, from time to time and always, be indemnified and saved harmless by The Mainstreeter from and against:
a) any liability and all costs, charges and expenses sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against a Board member for or in respect of the execution of duties of office: and
b) all other costs, charges and expenses that a member of the Board sustains or incurs in respect of the affairs of The Mainstreeter except by her/his own willful neglect or default.
20.1 No Director or officer of The Mainstreeter shall be liable for the acts, receipts, neglects or defaults by any other Director or officer, volunteer, or employee, or for joining in any act of conformity, or for any loss, damage or expense happening to the corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of The Mainstreeter or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to The Mainstreeter shall be placed out or invested or for any loss or damage arising from the bankruptcy, or insolvency of any person, firm or corporation with whom any monies, securities or effects shall be lodged or deposited or for any loss occasioned by any error or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of her/his respective office or trusts or in relation thereto unless the same shall happen by or through her/his own willful act or default.
20.2 Any act or proceeding of any Director of the Board shall be deemed invalid or ineffective because of the subsequent ascertainment of any irregularity regarding such act or proceeding or the qualifications of such Director or Directors.
20.3 Directors may rely upon the accuracy of any statement or report prepared by The Mainstreeter’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
PASSED by the membership of The Mainstreeter in assembly:
October 3, 2019, Annual General Meeting
Version 3