Article I NAME
The name of the organization shall be Ontario Horticultural Association District 17, hereinafter referred to as the “District”. The District is geographically defined as Durham Region and that portion of York Region which includes Georgina east of Park Road.
Article II AUTHORITY
The Ontario Horticultural Association District 17 is established under the Constitution of the Ontario Horticultural Association. The Horticultural Societies and Garden Clubs in District 17 are incorporated and their legal status and direction is as outlined in Article 36 of the Agricultural and Horticultural Organizations Act, R.S.O. 1990, Chapter A.9, hereinafter called the Act, and any revisions thereof in the Statutes of Ontario.
Article III MISSION
The mission of the District is to provide leadership and assist in the promotion of education and interest in all areas of horticulture and related environmental issues as defined in Article 36 of the Act with the affiliated Horticultural Societies and Garden Clubs of the District. The District also acts as a liaison between the Ontario Horticultural Association and the Horticultural Societies and Garden Clubs of District 17.
Article IV MEMBERSHIP
Membership in the District shall be open to all Horticultural Societies and Garden Clubs resident within the geographical boundaries of the District incorporated under the Act that are members in good standing with the Ontario Horticultural Association and District 17. Hereinafter, all these organizations will be referred to as the Societies/Clubs.
Article V ORGANIZATION
The District shall be a volunteer, non-profit organization in accordance with the Ontario Horticultural Association and incorporated under the Act and pursuant to the laws of Ontario, without purposes of gain, and any profits or other accretions shall be dedicated to carrying out its mission.
Article VI ADMINISTRATION
The District shall manage its affairs with the assistance of elected Officers and other Executive Members. The Terms of reference for election and the duties to be performed are provided in the By-Laws of the District.
Article VII AMENDMENTS
The Constitution may be amended or revoked provided that the changes are approved by a majority vote of the voting delegates at an Annual General Meeting or Special Meeting called for that purpose. A notice of motion in writing of such proposed amendment shall be submitted to the District Secretary at least 60 days prior to the meeting so that all societies/clubs may be notified 50 days prior to the meeting. Any member in good standing of an affiliated Society/Club may submit such a notice.
Signed _______Debi Foster_______________________ District Director
Signed ________MaryK Hardy______________________ District Secretary
Dated __________27April 2024___________
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By-Law 1 INTERPRETATION
In the By-Laws and in the Constitution of the Ontario Horticultural Association, District 17, unless the context otherwise specifies or requires:
1.1 "Act" means the Agricultural and Horticultural Organizations Act, R.S.O. 1990, Chapter A.9, as amended from time to time and every statute that may be substituted thereafter;
1.2 "Association" means the Ontario Horticultural Association;
1.3 "Audit" means an examination of books and records by a qualified Auditor;
1.4 "Auditor" is an individual or individuals who are qualified Chartered Accountants, and who are therefore qualified to conduct an audit of the books and records of the Association in accordance with Canadian generally accepted accounting principles.
1.5 "Financial Reviews" are conducted by independent, objective and knowledgeable persons at least once a year, in accordance with generally accepted accounting principles. To meet the requirements of the Act, a financial review is considered a sufficient audit for societies and districts.
1.6 “District Executive” refers to the District Director, the Assistant District Directors, the immediate Past District Director, the District Secretary and the District Treasurer.
1.7 "District Board" means the District Executive and the President or representative of each Society within the District.
1.8 "District" refers to the Ontario Horticultural Association (OHA), District 17 as defined by the OHA.
1.9 "Horticultural Society" or "Society" means Horticultural Society, Garden Club or Garden and Horticultural Society incorporated under the Act.
1.10 "Member" shall be any individual or organization that has paid their current membership
fee as set from time to time by the membership at an annual meeting and is in “good standing”.
1.11 “Meeting” means any gathering that may be held at an in-person venue or may be held via telephone, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously.
1.12 All meetings may be held at an in-person venue or may be held via electronic means provided such means allows all in attendance the ability to hear and allow the opportunity and ability to have voice and vote.
1.13 Electronic signatures will hold the same force as signatures signed by pen and ink.
By-Law 2 HEAD OFFICE
The head office of the District shall be located in the Province of Ontario at such place therein as the District Executive may from time to time determine.
By-Law 3 MEMBERSHIP
Membership in the District shall consist of the following classes: Member, Associate, and Partner. The District Board may establish other membership categories, provided that the membership category is subsequently ratified by the general membership of the District at the next Annual General Meeting.
3.1 Member: Membership shall be open to any Horticultural Society or Garden Club incorporated under the Act and located within the boundaries of District 17 as defined by the OHA.
An annual fee shall be assessed for each member on a per capita basis. The District Board shall recommend the fee, for ratification at a general meeting of the membership. The District Secretary shall notify societies of any proposed change in fees at least 60 days prior to a general meeting.
3.2 Associate: Associate membership shall be open to organizations that meet the
requirements of the following:
a) Article 36 of the Act.
b) District regulations as from time to time determined. The District Board must approve Associate Membership. Associate members shall have such privileges of membership as the District Board shall determine.
c) The District Board shall determine the fee for Associate organizations.
3.3 Partners: Membership shall be open to allied horticultural organizations. Partners may receive communications and attend District Board and Annual General Meetings, but do not have voting rights. The District Board must approve partners.
3.4 The District Board shall recommend the annual fee for Partners, for ratification at an
Annual General Meeting of the membership.
By-Law 4 ADMINISTRATION
4.1 The District Board shall consist of the Presidents of the District 17 Societies/Clubs together with the District Council.
4.2 The OFFICERS of the District shall be the District Director, Immediate Past District Director, the District Assistant Director(s), the Secretary and the Treasurer.
4.3 The Officers of the District shall transact the business of the District between meetings of the Board.
4.4 All Officers shall serve for a one-year term, unless re-elected or re-appointed.
4.5 Vacancies on the District Executive shall be filled by appointment by the District Board.
4.6 The District Director and Assistant District Director(s) are elected by a majority vote of the voting delegates at the District Annual General Meeting. District and Assistant District Directors take office as of the date of their election and become members of the District Executive. The District Directors and Assistant District Directors are elected annually and may be re-elected for a maximum of five years. An additional one year of service is acceptable in extreme circumstances.
4.7 The Presidents of the District Societies may empower the District Executive to act with
the full authority of the District Board.
4.8 The District Board shall meet at least twice each year.
4.9 The District Executive shall meet at the call of the Director, or any three of its members.
By-Law 5 ELECTION/APPOINTMENT OF OFFICERS AND AUDITOR(S)/FINANCIAL REVIEWERS
5.1 The District Executive shall appoint the District Secretary and District Treasurer annually. All other positions are elected annually by a majority vote of the voting delegates at the District’s Annual General Meeting.
5.2 Each year, a minimum of one (1) auditor or two (2) financial reviewers who are not related to one another nor to the Treasurer nor to any other member of the District Board shall be recommended by the District Executive and approved by the District Board at a Meeting of the District Board, to carry out the Audit or the Financial Review of the ensuing year.
5.3 A Nominating Committee consisting of three (3) District members from different Societies and chaired by the Immediate Past District Director, shall be appointed by the District Board to ensure that candidates are available for each Office. All nominations must be forwarded to the District Secretary, who shall forward them to the Nominating Committee Chair. A Report from the Nominating Committee shall be submitted to member societies 60 days prior to the Annual General Meeting. The Chair of the Nominating Committee shall call for any further nominations from the floor at the Annual General Meeting and complete the nomination process.
5.4 Nominees for District Executive must be members in good standing of a District Society, have held/hold an Executive position, past or present, in a District Society/Club for at least two years or have held/currently hold a position on the District Executive.
5.5 A District member shall be nominated for only one office, at each Annual General Meeting.
5.6 In the event that three or more candidates are nominated for the two (2) positions of Assistant Director, the nominee with the highest number of votes on the first ballot shall be declared elected. A second ballot shall be held to elect the other Assistant Director, from the remaining nominees, by the highest number of votes.
5.7 A nomination must include the following information:
a) Name of the Office and the nominee
b) A signed statement of the nominee’s acceptance
c) A brief outline of the experience and qualifications of the nominee
d) A nomination must be proposed and seconded by officers of the Nominee’s current Society Board
5.8 All elections within the District shall be carried out according to the District Election
regulations.
5.9 Any candidate receiving a simple majority (highest number of votes OR 50% + 1) in an
official ballot shall be declared the winner.
By- Law 6 DISTRICT ELECTION REGULATIONS:
6.1 Quorum: Quorum at District General Meetings, Special Meetings and Elections shall be one third of the assigned voting delegates. No proxy votes will be allowed.
6.2 All offices shall be declared vacant and open at the beginning of the election process.
6.3 Nominees for office should be members of the Society who have demonstrated a track
record of service to the Society/Club.
6.4 Elections and Installations of the District Executive shall be conducted by a representative of the Ontario Horticultural Association Board of Directors at the District Annual General Meeting.
6.5 All Elections and Installations in the District Societies shall be conducted by an Officer of the District Executive. This Officer shall be selected by the District Director. If no officer from the
District is available, a neutral and independent member in good standing of an OHA
Club/Society shall be selected by the Society Board as Election Chairperson and shall
conduct the Elections. In some circumstances, it may become necessary for elections
and installations to take place at a later date.
6.6 Voting shall be conducted by a “show of hands” when only (1) one Person vies for an
Office. Voting shall be conducted by secret ballot when (2) two or more Individuals vie
for the same office. If the vote takes place by secret ballot, the Election Chairperson
must approve the Election scrutineers. A minimum number of two neutral scrutineers is
required. No proxy votes are allowed.
6.7 When more than one nominee vies for the same office, each nominee shall be granted a
preset time to address the members present.
6.8 If the vote takes place by secret ballot, all ballots shall be destroyed at the closing of the
election.
By-Law 7 DUTIES OF DISTRICT OFFICERS AND SOCIETY PRESIDENTS
7.1 The Director as Chief Executive Officer, shall be responsible for the general management
and direction of the business and affairs of the District and perform duties incident to the
office and those prescribed from time to time by the District Executive and the District
Board. The Director shall be a member of all Committees, ex-officio. The Director or
designate shall preside at all meetings of the District Executive and the District Board,
and meetings of members.
7.2 The Society President shall be responsible for the general management and direction of
the business and affairs of their Society, and perform duties incident to the office, and
those prescribed from time to time by the Society Board or by the District Executive.
Within the Society, the President shall be a member of all Committees, ex-officio. The
President or designate shall preside at all meetings of the Society Executive and the
Society Board meetings and meetings of the members of the Society.
7.3 Past District Director. The immediate Past District Director shall advise and assist the current District Director in the performance of his/her duties, as necessary.
7.4 Society Presidents are expected to attend all District Board meetings, serve on committees, and
may be appointed to represent the District on other Boards. If a President is unable to
attend a District Board meeting, they are expected to send one representative from the Society Executive to the meeting. Each Society/Club is entitled to one vote at a District Board (Presidents’) meeting. Additional Society/Club members may attend and have voice but no vote.
7.5 Assistant District Directors. There shall be a maximum of two (2) Assistant District Directors. It shall be the duty of the Assistant District Directors to assist the District Director where needed.
7.6 District Secretary. The District Secretary shall be appointed annually by the District Executive. The Secretary shall attend all meetings of the District and keep accurate minutes, conduct the correspondence of the District, and perform such other duties as may from time to time be prescribed by the District Board. The Secretary has a voice but no vote. However, if the role of Secretary is filled by a Society President, they may vote as Society President.
7.7 District Treasurer. The District Treasurer shall be appointed annually by the District Board. The Treasurer shall receive and account annually, or as often as may be required by the District Executive and the District Board and applicable government authorities, for all monies, bonds and other securities belonging to the District, which shall be invested in accordance with the direction of the District Board. The Treasurer shall submit all invoices for payment to the District Director who shall sign them for approval of payment. At the end of the fiscal year, an audit or a financial review shall be conducted on all books and records of the District as per by-law 5.2. The Treasurer has a voice but no vote. However, if the role of Treasurer is filled by a Society President, they may vote as Society President.
By-Law 8 DISTRICT COMMITTEES
8.1 In addition to the Nominating Committee, other standing committees shall be named if deemed necessary by the District Board as follows:
8.2 Awards. The Awards Committee, chaired by the Director, and consisting of the District Executive, shall select award winners in recognition of their outstanding work in the pursuance of the objectives of the District. Regulations for the presentation of awards are presented in a separate Awards document. (Ref: Awards, The Ontario Horticultural Association, revised edition 1996 )
8.3 Standing Committees. Such other Standing Committees as identified by the District Executive shall be named. All Standing Committees are accountable to the District Executive which shall define the membership, budget and responsibilities of each committee.
8.4 Ad Hoc Committees. The District Executive shall establish Ad Hoc committees from time to time in order to conduct its business more effectively. All Ad Hoc Committees are accountable to the District Executive, which shall define the membership, budget and responsibilities of each committee.
By-Law 9 FISCAL YEAR AND MEMBERSHIP YEAR
9.1 The fiscal year of the District shall be from January 1st to December 31st.
9.2 The membership year shall be from January 1st to December 31st.
9.3 No compensation shall be paid to the District Executive but reasonable expenses incurred
by a member of the District Executive, in the performance of his or her duties shall be paid.
By-Law 10 QUORUMS AND VOTING
10.1 A quorum for meetings of the District Executive shall be 50% plus one of the voting members. At all meetings of the District Board, every question requiring a vote shall be decided by a majority vote. In case of a tie, the Chair shall cast the deciding vote.
10.2 A quorum for meetings of the District Board shall be 50% plus one of the members entitled to vote at District Board Meetings. At all meetings of the District Board, every question requiring a vote shall be decided by a majority vote. In case of a tie, the Chair of the meeting shall cast the deciding vote.
10.3 At the Annual General Meeting or any Special General Meeting of the District, a Quorum
shall be one third of the assigned voting delegates. No proxy votes will be allowed.
By-Law 11 ANNUAL GENERAL MEETING
11.1 The District Annual General Meeting shall be held in April or May at such time and place as the District Executive may decide for the purpose of allowing delegates to review the work of the year, prepare policy, approve the Audit or Review of the Financial Report, and elect officers, and conduct such other business deemed necessary. All members shall be notified at least 60 days in advance of general meetings and invited to send delegates. The District Executive, in co-operation with the host Society, shall be responsible for all meeting arrangements under the guidelines set by the District Executive.
11.2 Each Society shall be entitled to two voting delegates; any Society having membership exceeding one hundred, shall be entitled to an additional delegate for each fifty members or fraction thereof up to a maximum of 20 delegates. Society membership statistics shall be based upon reports filed for the previous year with the Ontario Ministry of Agriculture, Food and Rural Affairs. A Quorum shall be one third of the assigned voting delegates. No proxy votes will be allowed.
11.3 At each Annual General Meeting, the District Director shall be elected by A majority vote from “show of hands” when only (1) one Nominee vies for the Office or by secret ballot when more than (1) Nominee vies for the Office, for a term of one year. A minimum number of two neutral scrutineers is required. No proxy votes are allowed. The Director may be re-elected to a maximum of 5 consecutive years. In exceptional circumstances time extensions beyond five consecutive years are acceptable at the discretion of the District Societies.
11.4 At each Annual General Meeting, a maximum of two (2) Assistant District Directors shall be elected by “show of hands” or by secret ballot, by majority vote of the voting delegates, each for a term of one year, and each to a maximum of seven (7) consecutive years. In the event that three or more candidates are nominated for the two (2) positions of Assistant District Director, the nominee with the highest number of votes on the first ballot shall be declared elected. A second secret ballot shall be held to elect the other Assistant District Director, from the remaining nominees, by the highest number of votes. A minimum number of two neutral scrutineers is required. No proxy votes are allowed.
11.5 The District Board shall call special meetings of the District whenever it deems advisable. Notice of all special meetings, with a statement of the subjects to be discussed, shall be sent to all Societies at least 30 days prior to said meeting.
11.6 The Director and the Host Society of the District Annual General Meeting shall prepare an agenda and order of business prior to the Annual General Meeting, and a copy of such agenda shall be distributed to the delegates upon arrival at said meeting.
11.7 The District Treasurer shall present to the general membership, at the Annual General Meeting, as per By-Law 5.2, the reviewed financial statements of assets and liabilities as well as income and expenditures for the prior fiscal year, with copies available for distribution to each Society.
11.8 The District Secretary shall make available to all members Minutes of the previous Annual General Meeting within 60 days prior to the date of the upcoming Annual General Meeting.
11.9 The District Board shall manage the affairs of the District between general meetings, and report its activities at the Annual General Meeting.
By-Law 12 EXECUTION OF DOCUMENTS
12.1 Any two of the Director, Treasurer, Assistant Directors shall sign all cheques, drafts, or orders for the payment of money, and all notes and acceptances and bills of exchange.
12.2 The Director or an Assistant Director with the Secretary or Treasurer may sign contracts, documents or any instructions in writing requiring the signature of District officials. The District Executive has power from time to time by resolution to appoint any Officer or Officers to sign contracts, documents or instruments in writing relating to special projects.
By-Law 13 DISTRICT ORGANIZATION
13.1 The District Societies are:
1 – Ajax Garden Club
2 – Beaverton Horticultural Society
3 – Bowmanville Horticultural Society
4 – Brooklin Horticultural Society
5 - Cannington Horticultural Society
6 – Georgina-Brock Garden Club and Horticultural Society
7 – Newcastle Horticultural Society
8 – Orono Horticultural Society
9 – Oshawa Garden Club
10 – Pickering Horticultural Society
11 – Pine Ridge Garden Club
12 - Uxbridge Horticultural Society
13.2 The District Executive or the District Board may recommend the addition of a new Horticultural Society, following the OHA Welcoming a New Society process, subject to ratification at an Annual General Meeting.
13.3 The District shall elect a Director for the District at a duly called District Annual General Meeting. In addition to the requirements of By-Law 5.4, the elected Director must remain a member in good standing of a Garden Club/Horticultural Society within the District. Notice of said meeting shall be given at least 30 days in advance. Candidates for District Director and Assistant District Director(s) shall be elected from different Societies.
13.4 The District, at its Annual General Meeting shall elect by a majority vote of the voting delegates a District Executive, representative of the District, consisting of the Director, a maximum of two (2) Assistant Directors and approve one (1) auditor or two (2) two Financial Reviewers.
13.5 Each Society shall be entitled to send two voting delegates to a District meeting. Any Society having membership exceeding 100 shall be entitled to one additional voting delegate for each 50 members or fraction thereof up to a maximum of 20 voting delegates. Society membership statistics shall be based upon reports filed for the previous year with the Ontario Ministry of Agriculture, Food and Rural Affairs.
13.6 The District shall be entitled, by a majority vote of the delegates present at the Annual General Meeting, to assess fees on member District Societies within the District. These fees must be approved at an Annual General Meeting or especially-called District Board Meeting. Fees must be sent to the District Treasurer or Secretary-Treasurer. Fees retained by the District must be accounted for in an Audited/ Reviewed Financial Statement to be presented at the District Annual General Meeting, and a copy made available to each Club/Society within sixty (60) days prior to the upcoming Annual General Meeting.
By-Law 14 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Every Director and Officer of the Ontario Horticultural Association District 17 and their heirs, executors and administrators respectively shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Association only from and against:
a) all costs, charges and expenses whatsoever such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commences or prosecuted against them for or in respect of any deed, act, matter or thing whatsoever made, done or committed by them, in or about the execution of the duties of their office;
b) all other costs, charges and expenses they sustain or incur in or about or in relation to the affairs of the Association; except such costs, charges and expenses as are occasioned by their own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Association. The Association may provide insurance to cover this liability of the Association.
By-Law 15 RULES OF ORDER
The most recent published edition of Robert’s Rules of Order shall govern proceedings at all
meetings of the District. If the rules of order are in conflict with the By-Laws, the latter shall
prevail.
By-Law 16 AMENDMENTS
16.1 The by-laws may be amended, or revoked, provided that the changes are approved by a majority vote of the voting delegates cast at an Annual General or Special Meeting called for that purpose.
16.2 Quorum shall be one-third (1/3) of the voting delegates. No proxy votes shall be allowed.
16.3 The following provisions apply:
a) A notice of motion in writing of the proposed amendment, or revocation, has been submitted to the District Secretary 60 days before the meeting.
b) Any member of a District Society who is in good standing may submit such notice of motion in addition to the Officers and Director of the District.
c) The District Secretary must notify all Societies concerning amendments at least
40 days in advance of the meeting.
Signed ____Debi Foster_______District Director
Signed ____MaryK Hardy____District Secretary
Dated _____26 October 2024_______________ ___
In the By-Laws and in the Constitution of the Ontario Horticultural Association, District 17, unless the context otherwise specifies or requires:
1.1 "Act" means the Agricultural and Horticultural Organizations Act, R.S.O. 1990, Chapter A.9, as amended from time to time and every statute that may be substituted thereafter;
1.2 "Association" means the Ontario Horticultural Association;
1.3 "Audit" means an examination of books and records by a qualified Auditor;
1.4 "Auditor" is an individual or individuals who are qualified Chartered Accountants, and who are therefore qualified to conduct an audit of the books and records of the Association in accordance with Canadian generally accepted accounting principles.
1.5 "Financial Reviews" are conducted by independent, objective and knowledgeable persons at least once a year, in accordance with generally accepted accounting principles. To meet the requirements of the Act, a financial review is considered a sufficient audit for societies and districts.
1.6 “District Executive” refers to the District Director, the Assistant District Directors, the immediate Past District Director, the District Secretary and the District Treasurer.
1.7 "District Board" means the District Executive and the President or representative of each Society within the District.
1.8 "District" refers to the Ontario Horticultural Association (OHA), District 17 as defined by the OHA.
1.9 "Horticultural Society" or "Society" means Horticultural Society, Garden Club or Garden and Horticultural Society incorporated under the Act.
1.10 "Member" shall be any individual or organization that has paid their current membership
fee as set from time to time by the membership at an annual meeting and is in “good standing”.
1.11 “Meeting” means any gathering that may be held at an in-person venue or may be held via telephone, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously.
1.12 All meetings may be held at an in-person venue or may be held via electronic means provided such means allows all in attendance the ability to hear and allow the opportunity and ability to have voice and vote.
1.13 Electronic signatures will hold the same force as signatures signed by pen and ink.
By-Law 2 HEAD OFFICE
The head office of the District shall be located in the Province of Ontario at such place therein as the District Executive may from time to time determine.
By-Law 3 MEMBERSHIP
Membership in the District shall consist of the following classes: Member, Associate, and Partner. The District Board may establish other membership categories, provided that the membership category is subsequently ratified by the general membership of the District at the next Annual General Meeting.
3.1 Member: Membership shall be open to any Horticultural Society or Garden Club incorporated under the Act and located within the boundaries of District 17 as defined by the OHA.
An annual fee shall be assessed for each member on a per capita basis. The District Board shall recommend the fee, for ratification at a general meeting of the membership. The District Secretary shall notify societies of any proposed change in fees at least 60 days prior to a general meeting.
3.2 Associate: Associate membership shall be open to organizations that meet the
requirements of the following:
a) Article 36 of the Act.
b) District regulations as from time to time determined. The District Board must approve Associate Membership. Associate members shall have such privileges of membership as the District Board shall determine.
c) The District Board shall determine the fee for Associate organizations.
3.3 Partners: Membership shall be open to allied horticultural organizations. Partners may receive communications and attend District Board and Annual General Meetings, but do not have voting rights. The District Board must approve partners.
3.4 The District Board shall recommend the annual fee for Partners, for ratification at an
Annual General Meeting of the membership.
By-Law 4 ADMINISTRATION
4.1 The District Board shall consist of the Presidents of the District 17 Societies/Clubs together with the District Council.
4.2 The OFFICERS of the District shall be the District Director, Immediate Past District Director, the District Assistant Director(s), the Secretary and the Treasurer.
4.3 The Officers of the District shall transact the business of the District between meetings of the Board.
4.4 All Officers shall serve for a one-year term, unless re-elected or re-appointed.
4.5 Vacancies on the District Executive shall be filled by appointment by the District Board.
4.6 The District Director and Assistant District Director(s) are elected by a majority vote of the voting delegates at the District Annual General Meeting. District and Assistant District Directors take office as of the date of their election and become members of the District Executive. The District Directors and Assistant District Directors are elected annually and may be re-elected for a maximum of five years. An additional one year of service is acceptable in extreme circumstances.
4.7 The Presidents of the District Societies may empower the District Executive to act with
the full authority of the District Board.
4.8 The District Board shall meet at least twice each year.
4.9 The District Executive shall meet at the call of the Director, or any three of its members.
By-Law 5 ELECTION/APPOINTMENT OF OFFICERS AND AUDITOR(S)/FINANCIAL REVIEWERS
5.1 The District Executive shall appoint the District Secretary and District Treasurer annually. All other positions are elected annually by a majority vote of the voting delegates at the District’s Annual General Meeting.
5.2 Each year, a minimum of one (1) auditor or two (2) financial reviewers who are not related to one another nor to the Treasurer nor to any other member of the District Board shall be recommended by the District Executive and approved by the District Board at a Meeting of the District Board, to carry out the Audit or the Financial Review of the ensuing year.
5.3 A Nominating Committee consisting of three (3) District members from different Societies and chaired by the Immediate Past District Director, shall be appointed by the District Board to ensure that candidates are available for each Office. All nominations must be forwarded to the District Secretary, who shall forward them to the Nominating Committee Chair. A Report from the Nominating Committee shall be submitted to member societies 60 days prior to the Annual General Meeting. The Chair of the Nominating Committee shall call for any further nominations from the floor at the Annual General Meeting and complete the nomination process.
5.4 Nominees for District Executive must be members in good standing of a District Society, have held/hold an Executive position, past or present, in a District Society/Club for at least two years or have held/currently hold a position on the District Executive.
5.5 A District member shall be nominated for only one office, at each Annual General Meeting.
5.6 In the event that three or more candidates are nominated for the two (2) positions of Assistant Director, the nominee with the highest number of votes on the first ballot shall be declared elected. A second ballot shall be held to elect the other Assistant Director, from the remaining nominees, by the highest number of votes.
5.7 A nomination must include the following information:
a) Name of the Office and the nominee
b) A signed statement of the nominee’s acceptance
c) A brief outline of the experience and qualifications of the nominee
d) A nomination must be proposed and seconded by officers of the Nominee’s current Society Board
5.8 All elections within the District shall be carried out according to the District Election
regulations.
5.9 Any candidate receiving a simple majority (highest number of votes OR 50% + 1) in an
official ballot shall be declared the winner.
By- Law 6 DISTRICT ELECTION REGULATIONS:
6.1 Quorum: Quorum at District General Meetings, Special Meetings and Elections shall be one third of the assigned voting delegates. No proxy votes will be allowed.
6.2 All offices shall be declared vacant and open at the beginning of the election process.
6.3 Nominees for office should be members of the Society who have demonstrated a track
record of service to the Society/Club.
6.4 Elections and Installations of the District Executive shall be conducted by a representative of the Ontario Horticultural Association Board of Directors at the District Annual General Meeting.
6.5 All Elections and Installations in the District Societies shall be conducted by an Officer of the District Executive. This Officer shall be selected by the District Director. If no officer from the
District is available, a neutral and independent member in good standing of an OHA
Club/Society shall be selected by the Society Board as Election Chairperson and shall
conduct the Elections. In some circumstances, it may become necessary for elections
and installations to take place at a later date.
6.6 Voting shall be conducted by a “show of hands” when only (1) one Person vies for an
Office. Voting shall be conducted by secret ballot when (2) two or more Individuals vie
for the same office. If the vote takes place by secret ballot, the Election Chairperson
must approve the Election scrutineers. A minimum number of two neutral scrutineers is
required. No proxy votes are allowed.
6.7 When more than one nominee vies for the same office, each nominee shall be granted a
preset time to address the members present.
6.8 If the vote takes place by secret ballot, all ballots shall be destroyed at the closing of the
election.
By-Law 7 DUTIES OF DISTRICT OFFICERS AND SOCIETY PRESIDENTS
7.1 The Director as Chief Executive Officer, shall be responsible for the general management
and direction of the business and affairs of the District and perform duties incident to the
office and those prescribed from time to time by the District Executive and the District
Board. The Director shall be a member of all Committees, ex-officio. The Director or
designate shall preside at all meetings of the District Executive and the District Board,
and meetings of members.
7.2 The Society President shall be responsible for the general management and direction of
the business and affairs of their Society, and perform duties incident to the office, and
those prescribed from time to time by the Society Board or by the District Executive.
Within the Society, the President shall be a member of all Committees, ex-officio. The
President or designate shall preside at all meetings of the Society Executive and the
Society Board meetings and meetings of the members of the Society.
7.3 Past District Director. The immediate Past District Director shall advise and assist the current District Director in the performance of his/her duties, as necessary.
7.4 Society Presidents are expected to attend all District Board meetings, serve on committees, and
may be appointed to represent the District on other Boards. If a President is unable to
attend a District Board meeting, they are expected to send one representative from the Society Executive to the meeting. Each Society/Club is entitled to one vote at a District Board (Presidents’) meeting. Additional Society/Club members may attend and have voice but no vote.
7.5 Assistant District Directors. There shall be a maximum of two (2) Assistant District Directors. It shall be the duty of the Assistant District Directors to assist the District Director where needed.
7.6 District Secretary. The District Secretary shall be appointed annually by the District Executive. The Secretary shall attend all meetings of the District and keep accurate minutes, conduct the correspondence of the District, and perform such other duties as may from time to time be prescribed by the District Board. The Secretary has a voice but no vote. However, if the role of Secretary is filled by a Society President, they may vote as Society President.
7.7 District Treasurer. The District Treasurer shall be appointed annually by the District Board. The Treasurer shall receive and account annually, or as often as may be required by the District Executive and the District Board and applicable government authorities, for all monies, bonds and other securities belonging to the District, which shall be invested in accordance with the direction of the District Board. The Treasurer shall submit all invoices for payment to the District Director who shall sign them for approval of payment. At the end of the fiscal year, an audit or a financial review shall be conducted on all books and records of the District as per by-law 5.2. The Treasurer has a voice but no vote. However, if the role of Treasurer is filled by a Society President, they may vote as Society President.
By-Law 8 DISTRICT COMMITTEES
8.1 In addition to the Nominating Committee, other standing committees shall be named if deemed necessary by the District Board as follows:
8.2 Awards. The Awards Committee, chaired by the Director, and consisting of the District Executive, shall select award winners in recognition of their outstanding work in the pursuance of the objectives of the District. Regulations for the presentation of awards are presented in a separate Awards document. (Ref: Awards, The Ontario Horticultural Association, revised edition 1996 )
8.3 Standing Committees. Such other Standing Committees as identified by the District Executive shall be named. All Standing Committees are accountable to the District Executive which shall define the membership, budget and responsibilities of each committee.
8.4 Ad Hoc Committees. The District Executive shall establish Ad Hoc committees from time to time in order to conduct its business more effectively. All Ad Hoc Committees are accountable to the District Executive, which shall define the membership, budget and responsibilities of each committee.
By-Law 9 FISCAL YEAR AND MEMBERSHIP YEAR
9.1 The fiscal year of the District shall be from January 1st to December 31st.
9.2 The membership year shall be from January 1st to December 31st.
9.3 No compensation shall be paid to the District Executive but reasonable expenses incurred
by a member of the District Executive, in the performance of his or her duties shall be paid.
By-Law 10 QUORUMS AND VOTING
10.1 A quorum for meetings of the District Executive shall be 50% plus one of the voting members. At all meetings of the District Board, every question requiring a vote shall be decided by a majority vote. In case of a tie, the Chair shall cast the deciding vote.
10.2 A quorum for meetings of the District Board shall be 50% plus one of the members entitled to vote at District Board Meetings. At all meetings of the District Board, every question requiring a vote shall be decided by a majority vote. In case of a tie, the Chair of the meeting shall cast the deciding vote.
10.3 At the Annual General Meeting or any Special General Meeting of the District, a Quorum
shall be one third of the assigned voting delegates. No proxy votes will be allowed.
By-Law 11 ANNUAL GENERAL MEETING
11.1 The District Annual General Meeting shall be held in April or May at such time and place as the District Executive may decide for the purpose of allowing delegates to review the work of the year, prepare policy, approve the Audit or Review of the Financial Report, and elect officers, and conduct such other business deemed necessary. All members shall be notified at least 60 days in advance of general meetings and invited to send delegates. The District Executive, in co-operation with the host Society, shall be responsible for all meeting arrangements under the guidelines set by the District Executive.
11.2 Each Society shall be entitled to two voting delegates; any Society having membership exceeding one hundred, shall be entitled to an additional delegate for each fifty members or fraction thereof up to a maximum of 20 delegates. Society membership statistics shall be based upon reports filed for the previous year with the Ontario Ministry of Agriculture, Food and Rural Affairs. A Quorum shall be one third of the assigned voting delegates. No proxy votes will be allowed.
11.3 At each Annual General Meeting, the District Director shall be elected by A majority vote from “show of hands” when only (1) one Nominee vies for the Office or by secret ballot when more than (1) Nominee vies for the Office, for a term of one year. A minimum number of two neutral scrutineers is required. No proxy votes are allowed. The Director may be re-elected to a maximum of 5 consecutive years. In exceptional circumstances time extensions beyond five consecutive years are acceptable at the discretion of the District Societies.
11.4 At each Annual General Meeting, a maximum of two (2) Assistant District Directors shall be elected by “show of hands” or by secret ballot, by majority vote of the voting delegates, each for a term of one year, and each to a maximum of seven (7) consecutive years. In the event that three or more candidates are nominated for the two (2) positions of Assistant District Director, the nominee with the highest number of votes on the first ballot shall be declared elected. A second secret ballot shall be held to elect the other Assistant District Director, from the remaining nominees, by the highest number of votes. A minimum number of two neutral scrutineers is required. No proxy votes are allowed.
11.5 The District Board shall call special meetings of the District whenever it deems advisable. Notice of all special meetings, with a statement of the subjects to be discussed, shall be sent to all Societies at least 30 days prior to said meeting.
11.6 The Director and the Host Society of the District Annual General Meeting shall prepare an agenda and order of business prior to the Annual General Meeting, and a copy of such agenda shall be distributed to the delegates upon arrival at said meeting.
11.7 The District Treasurer shall present to the general membership, at the Annual General Meeting, as per By-Law 5.2, the reviewed financial statements of assets and liabilities as well as income and expenditures for the prior fiscal year, with copies available for distribution to each Society.
11.8 The District Secretary shall make available to all members Minutes of the previous Annual General Meeting within 60 days prior to the date of the upcoming Annual General Meeting.
11.9 The District Board shall manage the affairs of the District between general meetings, and report its activities at the Annual General Meeting.
By-Law 12 EXECUTION OF DOCUMENTS
12.1 Any two of the Director, Treasurer, Assistant Directors shall sign all cheques, drafts, or orders for the payment of money, and all notes and acceptances and bills of exchange.
12.2 The Director or an Assistant Director with the Secretary or Treasurer may sign contracts, documents or any instructions in writing requiring the signature of District officials. The District Executive has power from time to time by resolution to appoint any Officer or Officers to sign contracts, documents or instruments in writing relating to special projects.
By-Law 13 DISTRICT ORGANIZATION
13.1 The District Societies are:
1 – Ajax Garden Club
2 – Beaverton Horticultural Society
3 – Bowmanville Horticultural Society
4 – Brooklin Horticultural Society
5 - Cannington Horticultural Society
6 – Georgina-Brock Garden Club and Horticultural Society
7 – Newcastle Horticultural Society
8 – Orono Horticultural Society
9 – Oshawa Garden Club
10 – Pickering Horticultural Society
11 – Pine Ridge Garden Club
12 - Uxbridge Horticultural Society
13.2 The District Executive or the District Board may recommend the addition of a new Horticultural Society, following the OHA Welcoming a New Society process, subject to ratification at an Annual General Meeting.
13.3 The District shall elect a Director for the District at a duly called District Annual General Meeting. In addition to the requirements of By-Law 5.4, the elected Director must remain a member in good standing of a Garden Club/Horticultural Society within the District. Notice of said meeting shall be given at least 30 days in advance. Candidates for District Director and Assistant District Director(s) shall be elected from different Societies.
13.4 The District, at its Annual General Meeting shall elect by a majority vote of the voting delegates a District Executive, representative of the District, consisting of the Director, a maximum of two (2) Assistant Directors and approve one (1) auditor or two (2) two Financial Reviewers.
13.5 Each Society shall be entitled to send two voting delegates to a District meeting. Any Society having membership exceeding 100 shall be entitled to one additional voting delegate for each 50 members or fraction thereof up to a maximum of 20 voting delegates. Society membership statistics shall be based upon reports filed for the previous year with the Ontario Ministry of Agriculture, Food and Rural Affairs.
13.6 The District shall be entitled, by a majority vote of the delegates present at the Annual General Meeting, to assess fees on member District Societies within the District. These fees must be approved at an Annual General Meeting or especially-called District Board Meeting. Fees must be sent to the District Treasurer or Secretary-Treasurer. Fees retained by the District must be accounted for in an Audited/ Reviewed Financial Statement to be presented at the District Annual General Meeting, and a copy made available to each Club/Society within sixty (60) days prior to the upcoming Annual General Meeting.
By-Law 14 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Every Director and Officer of the Ontario Horticultural Association District 17 and their heirs, executors and administrators respectively shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Association only from and against:
a) all costs, charges and expenses whatsoever such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commences or prosecuted against them for or in respect of any deed, act, matter or thing whatsoever made, done or committed by them, in or about the execution of the duties of their office;
b) all other costs, charges and expenses they sustain or incur in or about or in relation to the affairs of the Association; except such costs, charges and expenses as are occasioned by their own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Association. The Association may provide insurance to cover this liability of the Association.
By-Law 15 RULES OF ORDER
The most recent published edition of Robert’s Rules of Order shall govern proceedings at all
meetings of the District. If the rules of order are in conflict with the By-Laws, the latter shall
prevail.
By-Law 16 AMENDMENTS
16.1 The by-laws may be amended, or revoked, provided that the changes are approved by a majority vote of the voting delegates cast at an Annual General or Special Meeting called for that purpose.
16.2 Quorum shall be one-third (1/3) of the voting delegates. No proxy votes shall be allowed.
16.3 The following provisions apply:
a) A notice of motion in writing of the proposed amendment, or revocation, has been submitted to the District Secretary 60 days before the meeting.
b) Any member of a District Society who is in good standing may submit such notice of motion in addition to the Officers and Director of the District.
c) The District Secretary must notify all Societies concerning amendments at least
40 days in advance of the meeting.
Signed ____Debi Foster_______District Director
Signed ____MaryK Hardy____District Secretary
Dated _____26 October 2024_______________ ___
| D17 By-Laws |