Corporate Documents

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Mission

Providing a voice, leadership, tools and exchange to serve a broad variety of organizations, workers, volunteers and other stakeholders promoting heritage in and around the city of Ottawa.

Our Values

As a grassroots and arms-length organization, our values include:

  • Stewardship in advancing heritage resources to enrich and benefit both present and future generations
  • Inclusion and Diversity in engaging and serving a variety of cultures, groups and their organizations
  • Collaboration with members, stakeholders and governments in support of teamwork, best practices and mutually beneficial outcomes for local heritage and the community
  • Excellence, Clarity and Professionalism in vision, planning and program delivery
Our Goals

Through the 2012-2015 strategic plan, we will strengthen CHOO|COPO’s capacities to support the heritage sector in the greater Ottawa area and to reflect our vision.  The following strategies, grouped under three main goals, emerged from our community consultations, interviews and staff and board discussions.  These strategies will guide our work for the next three to five years.

  1. A Leader for the Heritage Community
  2. A Hub of Learning and Connection
  3. A Model of Excellence in Leadership, Planning and Partnership

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By-Laws of the Council of Heritage Organizations in Ottawa

WHEREAS: THE COUNCIL OF HERITAGE ORGANIZATIONS IN OTTAWA | LE CONSEIL DES ORGANISMES DU PATRIMOINE D’OTTAWA (hereafter referred to as “the Council”) has been duly incorporated under the Corporations Act (Ontario), with objects and powers set out in its Letters Patent, including the objective:

“To promote education and purposes which are beneficial to the public interest, both of these purposes to be promoted by way of:

The conservation of history and the built and natural heritage within Ottawa and more generally in the national capital region, including its archaeology, history and related heritage context of intellectual and material culture as defined in the Ontario Heritage Policy Review of the Ministry of Culture and Communications;

the whole of which shall be specifically for the education and edification of the public within Ottawa and its area;”

AND WHEREAS The Council intends to be the primary umbrella organization within which HERITAGE GROUPS and individuals concerned with various matters related to the heritage of Ottawa and its area may advance their common interests;  where the term HERITAGE GROUP means any organization that seeks to enhance and extend heritage stewardship, preservation, promotion, and celebration of the natural world, build heritage, intellectual and material culture within Ottawa and its area as an integral part of civic life;

AND WHEREAS the Council intends to be an organization that contributes to the quality of life of the citizens of Ottawa and its area through the following activities;  Advocacy, Outreach, Program Delivery and Members Services, in partnership with municipal government, like-minded community-based associations other levels of government, and the private sector; where the activities are described as follows:

1) Advocacy: to provide collective information on local heritage concerns to governments, business, media, professional and other organizations whose activities could affect heritage resources in Ottawa;

2) Outreach: to promote the idea that appreciation and stewardship of local history is basic to enjoying life to the fullest in the community and that local heritage preservation is a civic responsibility;

3) Program Delivery: to improve communication among Heritage Groups in order to promote information sharing, the interchange of ideas, and the development of joint ventures and other forms of co-operation;

4) Member Services: to provide common support services for member organizations and to improve the promotion of member organizations to the public;  BE IT ENACTED as the By-laws of the Council as follows:

1 –SEAL — The Seal of the Council shall be in the form as prescribed by the directors of the Council, and shall have the following words endorsed thereon:  Council of Heritage Organizations in Ottawa | le Conseil des organismes du patrimoine d’Ottawa

2 –THE HEAD OFFICE OF THE COUNCIL — The Head Office of the Council shall be located in the City of Ottawa, Province of Ontario.

3- LANGUAGE OF THE COUNCIL

3.1 The Council is composed of groups, which operate in both Official Languages as defined by Federal legislation and the Charter of Rights.  It is the intention of the Council to foster the equality of French and English in its deliberations and activities on a voluntary basis.  Members may speak in the official language of their choice at all meetings of the Council and the Board of Directors and at all events sponsored by the Council of Heritage Organizations.  Submissions to and individual articles in The Newsletter/Bulletin may be in either official language.

3.2  As a minimum, the logo and official symbols of the Council, all pamphlets published about the Council by the Council, membership forms, the Report of the President in the Annual Report and any interim Reports of the President in the Newsletter/Bulletin must appear in both English and French versions, and Notices and Agendas of all meetings must be bilingual.  To the extent possible, minutes of meetings of the Board of Directors and all General Meetings and other publications of the Council will be produced in both official languages and bilingual formats.  Apart from “minimum” requirements as specified above, these provisions are to be provided within the context of the voluntary nature of Council participation and do not entail an obligation for paid translation services to fulfill the stated goals.

3.3. Sections 3.1 and 3.2 of the by-laws notwithstanding, nothing in this section prevents the Council from extending, on a voluntary basis, the provision of bilingualism in its operations and services.

4- MEMBERSHIP

4.1 Eligibility for Membership — Membership in the Council is open to all individuals and organizations who, to the satisfaction of the Board, demonstrate an interest in furthering the aims and objectives of the Council and who qualify for one of the categories of membership outlined in Section 4.4 (below).

4.2 Application for Membership – Membership is confirmed upon:
1) Submission of an approved application form as may from time to time be adopted by the Board of Directors;
2) Payment in advance of the requisite annual fees;
3) Acceptance by a prospective member of the Council’s Code of Conduct; and,
4) The member’s name being duly recorded on the official membership list by the Secretary.

4.3 Membership Fees — The annual fees payable by members shall, from time to time, be fixed by the voting members at an Annual General Meeting (AGM) on the recommendation of the Board of Directors.

4.4 Categories of Membership — There shall be four categories of membership, which shall have different obligations and privileges as follows:

4.4.1 Institutional member — constitutes any incorporated or unincorporated not-for-profit group mandated to pursue any aspect of heritage preservation, outreach or program delivery, or in whose mandate heritage preservation plays a part, which operates within the City of Ottawa, which has been active for one year and which is interested in advancing the aims of the Council and has received approval for membership by the Board.

4.4.2 Associate Institutional Member — constitutes any incorporated or unincorporated group irrespective of mandated activities or geographical scope, which wishes to support the Council and its aims through membership, which has received approval for membership by the Board but which may not wish to participate actively in Council business.  Associate membership is also open to for-profit organizations.

4.4.3 Individual member — constitutes any person who has submitted an application for membership with fees paid in advance, received approval for membership by the Board and who wishes to advance the aims of the Council.

4.4.4 Honorary Life Member — constitutes any person or institution, which the Board wishes to single out for special honour for service.  These members are nominated by the Board, (the criteria for nomination being either sustained or exceptional service in the cause of heritage preservation or stewardship in the City of Ottawa or exceptional contributions in any jurisdiction of Canada which have had a positive impact on the preservation or stewardship of heritage resources in Ottawa).

4.4.5. Fees structures that create additional distinctions for the purpose of differential fees (for example a student status) do not affect the categories of members or the obligations and voting privileges of categories of membership enumerated in this section.

The requirements for any distinction(s) will be designated in the current fee schedule as adopted at the AGM on the recommendation of the Board from time to time.

4.5 Obligations and voting privileges of members — The obligations and privileges of members vary among the four categories of membership as follows:

4.5.1 An Institutional Member — has the obligation through its Board of Directors to identify one delegate or representative to act on behalf of the Institutional member at all (three) scheduled General Meetings of Members (Council) and at the Annual General Meeting. The representative of the Institutional member may be the President (or equivalent officer) of the said institutional member-organization or his/her delegate or a 4 designated board member as may suit the character and constitution of the institutional member organization. In any case, the President of any Institutional member is obliged to inform the Secretary or business manager of CHOO|COPO in advance of who the official representative for each meeting is (or alternatively who will serve in this capacity for a given year).  NOTE: For details of important voting privileges of institutional members, see Section 5.8.6, Voting at meetings of members.

4.5.2 An Associate Institutional Member — may provide one delegate or representative to attend all General or special meetings of members (Council) and the AGM but is not obliged to do so.  Any Associate Member who is represented at any such meeting may vote on any matter of business, motion or resolution so long as the individual representing the associate member has been identified in advance.

4.5.3 Individual Member — may attend all General and special meetings of members (meetings of Council) and the AGM and is entitled to vote on any matter.

4.5.4 Honorary Life Member — may attend and speak at all General or Special Meetings of Members (Council) and the AGM but may not vote on any resolution or motion by virtue of his/her Honorary Membership. Honorary status per se confers no voting privileges.

4.6 Termination of membership

4.6.1 Resignation — A member may resign from the Council at any time by delivering a written notice of resignation to the Secretary of the Council.  In the case of Institutional Members, written notice must arise from a motion of a duly constituted meeting of the Board, or a resolution of the Council’s AGM or the formal initiative of the CEO of the organization as is consistent with the by-laws of that member organization.

4.6.2 Non-payment of membership fees:

a) A member who fails to pay the required annual membership fees within a period of ninety (90) days after the start of the fiscal year of the organization shall be deemed to be a member not in good standing and shall have no vote at the AGM or General Meetings thereafter, nor receive the CHOO|COPO Newsletter until such time as the member shall pay fees in full.

b) At any time after due notice of arrears has been given and a period of ninety (90) days has elapsed since the beginning of the fiscal year, the Treasurer or, where delegated by the Board, the Chair of the Membership Committee, may consider the delinquent member to have resigned from membership in the Council and the name shall be struck from the list of members without further notice required.

4.6.3 Involuntary Termination — Consistent with the provision 4.1, the Board of Directors may, by a majority vote of at least two-thirds (2/3) of current members of the Board, revoke a membership, such revocation of membership to become effective immediately prior to the next Annual General Meeting of the Council and such revocation of membership subject to appeal as a business item at the Annual General Meeting.

5 – GENERAL MEETINGS OF MEMBERS (THE COUNCIL)

5.1 Annual General Meeting — The Annual General Meeting shall be held in the City of Ottawa at such time and place as the Board of Directors may designate, but in general on a date as close as is practical to April 30 of each year, and in no event shall such Annual General Meeting take place later than 5 months after the end of the Fiscal year of the Council (by 31 May).

5.2 Essential Business — At every Annual General Meeting, in addition to any other business that may be transacted, the Report of the President, the Treasurer’s report with financial statements and the report of the auditors shall be presented;  Directors shall be elected; and auditors shall be appointed for the current year.

5.3 General Meetings of Members — In addition to the Annual General Meeting, there shall be at least one regularly scheduled General Meeting of Members every year during which the Board of Directors is accountable for its stewardship of Council affairs. With the AGM occurring on or about the end of April, the other General Meeting of Members shall occur as close as is practical to October 31. In no case shall the Board of Directors allow more than seven (7) months to elapse between meetings of the general membership of the Council.

5.4 Special General Meetings of Members

5.4.1 The Board may call a Special General Meeting of Members, for the purpose of conducting business, at a time and place as it may deem expedient provided that the proposed special meeting does not occur within four weeks either before or after a scheduled general meeting (as per section 5.2) or the Annual General Meeting.

5.4.2 The Board must call and attend a Special General Meeting of Members, for the purpose of conducting business, if requested in writing by not less than twenty (20) per cent of the total Institutional, associate Institutional and individual members provided that the timing of such meeting does not occur within four weeks either before or after a scheduled GM or AGM. (In such circumstances categories of voting membership are not considered in making the calculation of the required number of signatures.)

5.4.3 Notwithstanding Clauses 5.4.1 and 5.4.2, the Board may call a Special Purpose Meeting at any time for the purpose of addressing any pressing public issue related to heritage.

5.5 Notice of meetings

5.5.1 All members, regardless of category of membership shall be entitled to notice of all meetings of members.

5.5.2 Notice of the time and place of any meeting, and the wording of any formal motions that relate to agenda items, including notices of changes to these bylaws, must be given three (3) weeks before the scheduled date of the General Meeting of Members (Council) or the AGM.

5.5.3 For the purposes 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 Council.  Where a member or Director or officer has submitted an E-mail address to the Secretary or business office of the Council, such address may be used as an alternative means to give formal notice.  The statutory declaration of the Secretary or President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.

5.6 Procedure/Conduct of Meetings — All meetings of members shall be conducted in accordance with Robert’s Rules of Order subject to any provisions of these by-laws that may amend such rules.

5.7 Chairperson

5.7.1 The President, or in his/her absence the Vice-President, shall normally serve as the chairperson of the meeting.

5.7.2 Where absence, or matters on the agenda so recommend such an expedient, a majority of members may at any time elect another member in good standing to serve as Chairperson for the duration of the meeting.

5.7.3 The Chairperson retains and may exercise a vote throughout the proceedings.

5.8 Voting at Meetings of Members

5.8.1 At meetings of Members including the AGM, each question shall be decided by a majority of the votes cast by the Members present (or duly represented thereat), unless otherwise required by these bylaws or as prescribed by the Ontario Corporations Act.  In the case of equality of votes (a tie), a motion is defeated.

5.8.2 In case of an equality of votes (tie vote), either upon a show of hands or a ballot, the Chairperson of the meeting shall be entitled to a second vote to break a tie.

5.8.3 Unless a ballot (or counted vote, or recorded vote) is demanded by at least one member present, every question shall be decided in the first instance by a show of hands.  A ballot (or counted vote, or recorded vote) may be demanded, before or after a vote or before or after the ruling of the chairperson for the purpose of verifying the result of the show of hands.  Such ballot shall be conducted in a manner as the Chairperson may determine.  The declaration of the chairperson that a motion or resolution has been carried or not carried shall be conclusive to the result of the vote, either by show of hands or ballot.  The demand for a ballot (or counted vote or recorded vote), having been made, may be withdrawn at any time in the proceedings by the original member to demand the ballot.

5.8.4 If a ballot is taken, the result of the ballot shall be the decision of the meeting subject to 4.5.1 and 5.8.6 below

5.8.5 Subject to provisions as may otherwise be provided in these bylaws (i.e. section 5.8.6 below) all members except Honorary Life Members shall be entitled to exercise only one (1) vote on any question put at a meeting.  In practice, therefore, a member who is an individual member and also serving as the designated representative of an Institutional member or associate Institutional member may only exercise one vote.  (Honorary Life Members do not have voting privileges.)

5.8.6 Wherever a vote by show of hands demonstrates a close division of opinion of members on the question, the Chairperson is obliged to call a complementary vote limited to Institutional members (as recorded on the membership list) to verify the vote of the majority of Institutional members present.  For the purpose of such a vote, each Board member is deemed to have a vote ex officio should he/she not formally qualify to vote as representative of an organization.  If this second majority does not endorse the motion approved in the first vote of all members, the Chairperson is obliged to rule that the motion is defeated.

5.9 – Quorum — In order to transact business, the quorum at any General Meeting of Council shall be seven voting members, provided at least five (5) Institutional members are present and five (5) members of the Board are present.

5.10 Minutes — shall be kept for the AGM and all General and Special Meetings of members. Minutes of each General Meeting should be taken by the Secretary and presented for review and approval at the next meeting.  Minutes of Special Meetings shall be reviewed and approved at the next scheduled General Meeting.  Minutes of Annual General Meetings shall be reviewed and approved at the next Annual General Meeting but minutes for the AGM may be released as an exposure draft at the first General Meeting following the Annual General Meeting (for input and correction before final submission for approval at the subsequent AGM.).

5.11 Adjournments — A meeting of members may be adjourned at any time to another time and place for conclusion of the business on the agenda and such business may be transacted when the adjourned meeting is duly reconvened.  Such a meeting is considered as an extension of the original meeting and, Section 5.3 and 5.4 notwithstanding, such a meeting must be held within one month of the originally scheduled meeting.  No notice shall be required for the reconvened meeting unless adjournment is for a period of greater than 14 days.  Adjournment may be made notwithstanding that no quorum is present.

5.12 Attendance of members of the public at General Meetings of members — Members of the general public or members in good standing of Institutional member and associate member Institutional member organizations may be invited to attend General Meetings of members where there is an event portion to the meeting, but in no case shall such attendees exercise a vote or be recognized by the Chairperson in the discussion of formal business.

BOARD OF DIRECTORS (the Board)

6.1 Composition of the Board

6.1.1 The business of the Council shall be governed by a board of between 7 and 11 Directors (including one ex officio status member), each of whom must be an individual member of the Council or the designated representative of a member organization in good standing.

6.1.2 The Board will comprise two classes of directors.  The first class will be composed of six to ten (6 to 10) directors elected for two year terms at successive Annual General Meetings.  The remaining director (ex officio) shall be the immediate Past-President of the Council who shall provide advice and guidance to the Board but who may not serve as an Officer of the Council.  (The immediate Past-President may serve in such capacity until such time as the incumbent President leaves office.)

6.2 Voting rights of directors – Each director shall have one vote

6.3 Duties of Directors — The directors shall govern the affairs of the Council in all things and make or cause to be made for the Council, in its name, any kind of contract which the Council may lawfully enter into and, save as hereafter provided, generally may exercise all such other powers and do all such other acts as the Council is by its Charter or otherwise authorized to exercise and do.

6.4 Nominations and Election

6.4.1 At least ninety (90) days prior to the Annual General Meeting, the Board of Directors shall activate a Nominating Committee of three or more persons.  The Past President or, should the Past President be unavailable, a member of the Board who will NOT be seeking election, will serve as chair.  Other members of the nominating committee may be other members of the Board not seeking election or experienced members of the Council.

6.4.2 The Board of Directors shall be elected at the Annual General Meeting, consisting of members who are either entering or completing two-year terms.

6.4.3 The Nominating Committee may present a partial or complete slate of candidates for the positions of Directors whose terms are completed at the particular AGM as well as nominees to fill remaining terms of positions prematurely vacated by an incumbent should this procedure be deemed expedient by the Board. (See 6.9 for alternative options)

6.4.4 Notwithstanding the slate of Directors put forward by the Nominating Committee, Members whose names are not on the slate and who are entitled to vote at a meeting of Members, may be nominated by other voting members attending the Annual General Meeting, provided that the nominees indicate their acceptance of such nomination in person at the time of the nomination.

6.4.5 It shall be the responsibility of the Nominating Committee to ensure that there is at least one candidate for each of the vacant positions on the Board of Directors and that due consideration has been given to succession of the four Officers of the Corporation.

6.4.6 Should an Officer be terminating his/her term as a director or as an officer, it is the responsibility and prerogative of the Nominating Committee, having consulted with the board about its slate, to report the intentions of the Board so far as they are determined as to candidates anticipated for the vacated Officer positions.

6.5 Term of Office – Members of the Board of Directors shall be elected for two-year terms.  Whenever possible, terms will be staggered to ensure continuity on the Board.

6.6 Status of Past-President — The Past-President continues in an ex officio status on the Board until such time as the incumbent successor ceases to be President, at which point the incumbent Past-President is automatically removed from the Board unless the resigning President indicates that he/she shall not serve as Past-President.  Should the position of Past-President become vacant for any reason, the Board may appoint a “Second Vice-president” whose responsibilities will be those normally exercised by the Past-President and whose term will be governed by this provision of the by-laws related to the Past-President.

6.7 Eligibility for re-election

6.7.1 A Director is eligible for re-election but in no case may a director serve for more than six consecutive years.

6.7.2 By-law 6.7.1 notwithstanding, on the recommendation of the Board of Directors to the Annual General Meeting, a Director serving as Treasurer or Secretary may continue to serve beyond his/her sixth year in office, provided he/she continues to perform the duties of these offices satisfactorily

6.7.3 A retiring president, having served six (6) consecutive years on the Board, may still serve as Past President and remain on the Board subject to the provisions of 6.6.

6.8 Cessation of membership — The office of Director (or any Officer) shall be automatically vacated:

(a) if a Director shall resign his/her office by delivering a written resignation to the Secretary of the Council;

(b) if a Director is absent for three consecutive Board meetings without valid reason acceptable to the Board and the Board of Directors affirm by majority vote that the Director has abandoned his/her post by virtue of these absences;

(c) if a majority of at least two-thirds of the members of the Board present at a regular meeting of the Board should vote that a Director shall no longer serve on the Board, provided the said vote of the Board is ratified at a duly constituted general meeting of members by a two-thirds majority of the members present (participation of the designated Director on the Board suspended pending confirmation of status by the General Meeting);

(d) on death.

6.9 Vacancies — If a vacancy in the Board of Directors occurs for any reason, the Board of Directors by majority vote may, by appointment, fill the vacancy with a Member of the Council (or a member of an Institutional member organization) in good standing for the remainder of the term of the departed Director or make the appointment subject to confirmation at the next Annual General Meeting (as provided in 6.4.3).

6.10 Quorum — The Quorum for a meeting of Directors shall be half of the total number of voting members of the Board of Directors if the President is present, or half plus one member, if the President is absent. (For example, if the President is present, a Board with 7 or 8 voting members shall require a quorum of 4, and a Board with 9 or 10 voting members shall require a quorum of 5.)

6.11 Meetings — An Annual Transition Meeting of Directors shall be held no later than thirty (30) days following the Annual General Meeting of Members (and may occur immediately following the AGM with the consent of the majority of Directors either entering the second year of their term and or as Directors-elect).  Thereafter the Board of Directors shall meet a minimum of five (5) times before the next AGM.  Normally such meetings will be regularly scheduled on a fixed and well-known day of the month.

6.12 Place of Meetings — Except as otherwise required by law, the Board of Directors may hold its meetings in such place or places as it may from time to time determine.

6.13 Calling of Meetings and Notice— Meetings of Directors may be formally called by the President or by the Secretary on direction of the President, or by the Secretary on the direction in writing of a majority of the Directors.  The Statutory Declaration of the Secretary or President that Notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such Notice. No formal Notice of any Directors’ meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.  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.  Otherwise, 48 hours’ notice is required for Board meetings.

6.14 Error of Notice — No error or omission in giving a Notice of a Meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken at such meeting and 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.

6.15 Meetings by Telephone — If all the Directors consent, a Director may participate in a meeting of the Board or of a Committee of the Board by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a Director participating in such meeting by such means is deemed to be present at the meeting.

6.16 Chairperson — The President, if present, shall act as Chairperson of the Board, or in the absence of the President, the Vice-president shall act as Chairperson.  If neither the President nor Vice-president is present, the Directors present shall choose one of their numbers to act as Chairperson of such meeting.

6.17 Voting at Meetings — Questions arising at any meeting of Directors shall be decided by majority vote of the Directors except where otherwise specified in these bylaws.  The Chairperson at all Meetings of Directors may move, second, or vote upon any resolution, by-law or any other matter or thing and may act in any matter whatsoever as if the Chairperson were a Director only and not Chairperson of the meeting.  In case of an equality of votes on any matter, the Chairperson at the meeting shall have a second or casting vote (but need not exercise it).  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 a prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

6.18 Conflict of Interest

(a) A Director is automatically disqualified, by reason of election to that office, from contracting with the Council;

(b) If a Director wishes to apply for a contract for services or for an ongoing paid position with the Council, he/she must resign from the Board prior to applying for the position or seeking the contract.

6.19 Remuneration for Directors — Directors shall not be employed by, nor shall they receive remuneration from the Council. However, reasonable expenses incurred while on Council business may be reimbursed at the discretion of the Board of Directors so long as such expenses for planned activities have been approved in principle by the Board before the expenses are incurred.

6.20 Delegation — The Board may appoint or hire an Executive Director (by whatever title) or such other staff or appoint a committee, as it may require and delegate to such staff members or committees any of the powers of the Directors.

6.21 Validity of Actions — No act or proceeding of any Director or of the Board of Directors shall be deemed invalid or ineffective by reason of subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such Director of the Board.

6.22 Directors Reliance — Directors may rely upon the accuracy of any statement or report prepared by the Council’s auditors and shall not be responsible or held liable for any loss or damage resulting from any act upon such statement or report.

OFFICERS OF THE COUNCIL

7.1. Election of Officers by Board of Directors — The Board shall elect from among its number, at the transition meeting of the Board following the Annual General Meeting, the following Officers:

(a) President

(b) Vice-President

(c) Treasurer

(d) Secretary

Provided that in default of such election, the then incumbents, being continuing members of the Board, shall hold office until their successors are elected.  The term of office for Officers shall normally be two years subject to the potential ending of the Officer’s term as an elected Director (which may occur at the next AGM in a contested election).  Officers are eligible for re-election subject only to restrictions applying to all Directors provided for in by-law 6.7.

7.2 Duties of the President — The President shall normally preside at all meetings of the Members of the Council and of the Board of Directors and shall, subject to statute or as otherwise provided in this by-law, exercise general supervision over the affairs and operations of the Council.  The President shall be an ex-officio member of all committees and shall assure that the Constitution and By-laws of the Council and resolutions of General Meetings of Members and the Board are carried out.

7.3 Duties of the Vice-President — The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President.  In addition, the Vice-President shall perform any other duties that the President may require or which the Board may assign from time to time.  If the President resigns during his/her term, the position shall normally be filled by the Vice-President, subject to a confirmation by a majority of Board members.

7.4 Duties of the Treasurer — The Treasurer shall be responsible for the custody and safekeeping of the Council’s monies and securities and for the full and accurate recordings of all financial transactions of the Council.  The Treasurer shall be responsible for depositing monies and any other securities in the name of, and to the credit of, the Council in such depositories as may be designated by the Board and for the proper disbursement of Council’s monies and obtaining of proper receipts therefore.  The Treasurer shall give a full accounting of the financial position of the Council at regular meetings of the Board and Members or as requested to do so by the President.  In addition, the Treasurer shall perform any other related duties as may from time to time be requested or required by the President or the Board.

7.5 Duties of the Secretary — The Secretary shall attend all Meetings of the Board and of Members and be responsible for recording and producing minutes of the proceedings of Meetings of the Board and of Members.  The Secretary shall be responsible for giving the necessary notices for all Meetings of the Board and of Members and may at the discretion of the President prepare agendas for Meetings of Board or Meetings of Members.  In addition, the Secretary shall perform any other related duties as may from time to time be requested or required by the President or the Board.

7.6 Variation of Duties — From time to time, the Board may vary, add or limit the powers and duties of any Officer.

7.7 Delegation of Duties — Except as otherwise provided herein, in the case of the absence or inability to act of any Officer of the Council or for any reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such Officer to any other.

7.8  Executive Committee — The four positions of Officer constitute the Executive Committee of the Board and the Council and this Executive Committee may, under the leadership of the President and consistent with past Board decisions and direction and these by-laws, carry out the policies that have been established by the Board of Directors and conduct necessary business between meetings of the Board of Directors as must be transacted to sustain the goals and effectiveness of the Council.  The Executive Committee is accountable to the full Board of Directors for all its actions and initiatives at the next duly constituted meeting of the Board.

7.9 Removal of an Officer — An Officer may be removed under the provisions of Section 6.8(b) or 6.8(c).

COMMITTEES

8.1 The Executive Committee constitutes a formal standing Committee of the Board with powers and prerogatives as set out in Section 7 above.  The operation of this committee is governed by that section of the by-laws and may not be altered without amendment to these by-laws.

8.2 The Nominations Committee, as provided for under Section 6.4, constitutes a formal committee activated annually whose operation is governed by those portions of the bylaws and whose operation may not be altered without formal amendment to these bylaws.

8.3 Membership Committee, which shall have responsibility for membership applications, and procedures related to renewal, formal lists of Members in good standing, past Members, and any special categories of Members.

8.4 The Board of Directors may appoint other committees whose members will hold their offices at the will of the Board of Directors and whose roles and responsibilities shall be assigned, delegated and/or described by resolution of the Board of Directors. Such committees may include (but are in no way restricted to) the following:  a resolutions committee for the AGM, a standing outreach committee, a standing advocacy committee, a periodic by-laws and/or governance review committee, a standing fund raising committee, a standing or periodic communications committee, and any special event organizing committee.

8.5 The Board of Directors may pass a resolution whereby they “sponsor” a committee for a specific and time-limited purpose.  Such a committee shall remain accountable to the Board but may, as a committee “sponsored by CHOO|COPO,” include individuals who are general members in good standing of CHOO|COPO member organizations or who are not CHOO|COPO Members.  Normally, such committees must be Chaired or co-chaired by a member of the Board of Directors assigned this responsibility by the Board or by the President at Board discretion.

FINANCIAL MATTERS, RECORDS, AND RELATED MATTERS

9.1 The fiscal year of the Council — shall be the calendar year ending the 31st day of December each year.

9.2 Deposit of Securities for Safekeeping (Banking arrangements) — The securities of the Council shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.  Any and all securities so deposited may be withdrawn, from time to time, only on the written order of agents of the Council, and in such a manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

9.3 The Council shall have the power to acquire, by purchase, contract, donation, legacy gift grant, bequest or otherwise, any personal property and to enter into and carry out any agreements, contracts, or undertakings incidental thereto, and to sell, dispose of and convey the same or any part thereof, as may be considered advisable.

9.4 The Council shall have the power to draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments.

9.5 Auditors — The Directors shall, with the approval of the majority of voting Members present at the AGM, appoint an auditor at each annual meeting to audit the accounts of the Council until the next annual meeting.  The remuneration of the auditor shall be fixed by the Board of Directors.

9.6 Signing Authority

a) Deeds, transfers, licenses, contracts, obligations, cheques, drafts, notes, negotiable instruments and banking documents shall be signed on behalf of the Council by any two of the following: President, Treasurer, Secretary, Vice-President, or two Directors from the Board of Directors provided that any one of the above persons may endorse for deposit only cheques or orders for money payable to the Council.

b) Notwithstanding any provisions to the contrary contained in the by-laws of the Council, the Board may, at any time, by resolution direct the manner in which, and the person or persons by who, any particular instrument, contract or obligations of the Council may or shall be executed.

9.7 Books and records — The Directors shall ensure that all records including financial records of the Council required by the by-laws of the Council or by any applicable statute or law are regularly and properly kept at the Head Office of the Council or in a secure and accessible location.

9.8 Execution of Documents — (apart from signing authority in matters related to banking and cheques, section 9.6), contracts, documents and other instruments in writing, (always excepting cheques), that require the signature of the Corporation (Council), shall be signed on behalf of the Council by the President (or in the absence of the President, by either the Vice-President or the Secretary “for” the President by prior understanding and arrangement) and any one other Director OR by any other two directors that the Board may designate for a specific instrument or class of instruments.

9.9 Protection of Directors and Officers

9.9.1 Indemnification of Directors and Officials — The Council shall indemnify a Director or Officer of the Council, a former Director or Officer of the Council or a person who acts or acted at the Council’s request as Director or Officer of a body corporate of which the Corporation is or was a member or creditor, and such person’s heirs and legal representatives to the extent permitted by the Corporations Act (Ontario).

9.9.2 Limitation of Liability — To the extent permitted by law, no Director or Officer for the time being of the Council shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer for any loss, damage or expense happening to the Council through the insufficiency or deficiency of title to any property acquired by the Council or for or on behalf of the Council or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Council shall be placed out or invested or for any loss or damage arising from the bankruptcy insolvency of any person, firm or corporation with whom the Council has contracted.

9.9.3 Insurance — Since it is recognized that the funds of the Council will, in general, be insufficient to provide the necessary indemnification provided for in 9.9.1, the Council will ensure that sufficient coverage is provided by purchasing an appropriate insurance policy.  Such policy may be maintained for the benefit of the Directors or Officers of the Council, former Directors or Officers of the Council, or persons who act or acted at the Council’s request as a Director or Officer of a body corporate of which the Council is or was a shareholder or creditor and their heirs and legal representatives against any liability incurred by them, in their capacity as a Director or Officer of the Council, EXCEPT where the liability relates to their failure to act honestly and in good faith with a view of the best interests of the Council;  or in their capacity as a Director or Officer of another body corporate where they act or acted in that capacity at the Council’s request, EXCEPT where the liability relates to their failure to act honestly and in good faith with a view to the best interests of the body Corporate.

9.10 Not-for-Profit Corporation— The Council shall be carried on without the purpose of gain for its Members and any revenues generated from activities or other accretions to the Council shall be used in furthering its objectives as outlined in the preamble of these by-laws.

9.11 Winding up the Corporation and Distribution of Property upon Dissolution

Upon dissolution of the Council and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to another not-for-profit heritage organization or organizations operating within the City of Ottawa as recommended by the Board before disbanding or in case of no designation by the final Board, as recommended by the immediate last Incumbent President of the Council.

INTERPRETATION, AMENDMENT AND REPEAL OF BY-LAWS

10.1 Interpretation — In these By-laws and all other By-laws of the Council hereafter passed unless the context otherwise requires, words importing the singular number shall include the plural number and vice versa, and references to person shall include firms and corporations.

10.2 Amendment on recommendation of the Board of Directors — These By-laws of the Council may be repealed, amended or replaced by By-laws approved by a majority of Directors at a duly constituted meeting of Directors, provided that the Board approved proposals for by-law changes are approved by a majority vote of at least two thirds of the voting Members present at a subsequent General Meeting or AGM.

10.3 Amendment by initiative of Members — Section 10.2 notwithstanding, a proposal to amend the by-laws in whole or in part may be forwarded in writing by three voting Members of the council to the Secretary for receipt not less than sixty (60) days prior to the date of the Annual General Meeting and for circulation to the Members at least three (3) weeks prior to the AGM, and if sanctioned by an affirmative vote of at least two thirds of the voting Members present at the AGM such resolution to amend shall supersede and replace the by-laws proposed for repeal, amendment or substitution.

Adopted by the Board of Directors, 25 March 2005

Adopted by the Annual General Meeting, May 2005

Modified and adopted at the Annual General Meeting of May 29, 2013