Revised October 2016.

1.     NAME

The name of the Association shall be the Ontario Carriage Driving Association.

 

2.     PURPOSE AND OBJECTIVES

2.1.        The Association will have for its objective the encouragement, promotion and development of the driving of horse-drawn vehicles in Ontario.

2.2.        Competitions held will be governed by the rules of Drive Canada as published in Equine Canada Rule Books.

2.3.        To publish a newsletter suitable to the needs of the Association

2.4.        To encourage and develop programs for Volunteers, Junior & Novice drivers

2.5    To assist Drive Canada in fostering and encouraging the development of driving officials

 

3.     MEMBERSHIP

3.1.       Individual Membership – Those members who have paid the appropriate fee for the current year. Each Individual member will have one vote.

3.2.       Junior Membership – Those members who have not passed their 18th birthday as of January 1st of the current year.  Juniors shall not have a vote.

3.3.       Life Membership – Life Members shall be established by the Board of Directors. Each Life member shall have one vote.

3.4.       Family Membership – two adults and any minor children of the same household.  Family Membership is entitled to two (2) votes at Meetings. (Minor means – will not turn 18 on January 1st of the membership calendar year.)

3.5.       Any member wishing to withdraw from the Association may do so by notifying the Association in writing of same intent.

 

4.      FEES

4.1.        Membership and other fees will be established by the Board of Directors.

4.2.        Membership runs from January 1st through to December 31st of any calendar year.

4.3.        Fees are to be paid on or before the Annual General Meeting.

4.4.        Membership must be paid before voting on Association business or running for Association Director.

 

5.      DIRECTORS

5.1.        The affairs of the Association will be governed by a Board of Directors; each of whom will be a current member of the Association and shall be elected at the Annual General Meeting except as hereinafter specified.

5.2.        Nominations must be in the hands of the Secretary and/or the Nominating Committee (which will be appointed by the Board of Directors) no later than thirty (30) days prior to the Annual General Meeting for distribution to the membership.

5.3.        Nominations shall be accepted by the nominating committee at the AGM, at the time of the elections. Nominations will be accepted verbally from the floor of the meeting and seconded accordingly. The Nominee, the Nominator and the Seconder must all be current members of the Association.

5.4.        The Board of Directors shall consist of five (5) to ten (10) elected members, as well as the past president who is ex officio.

5.5.        The Director’s term of office will be for two (2) years.

5.6.        The Directors will receive no remuneration.

5.7.        The Board of Directors will at its first meeting after the Annual General Meeting elect a President, Vice-President, Secretary and Treasurer.

5.8.        At each Annual General Meeting at least two (2) Directors will be elected (re-elected) to facilitate continuity.

5.9.        In the event of a resignation of a director before the expiration of the Director’s term of office, the remaining Directors shall appoint a new member to the Board, provided however that any Director so appointed shall only hold office until the end of the term but shall be eligible for re-election. The Board of Directors may delegate any of their powers to an Executive Committee.

5.10.      In the event that a director of the Association does not attend three (3) meetings duly called by the Board then the meeting of the Board of Directors may remove the director from office and appoint another in that director’s place. This appointment shall continue until the next general election of the Board.

5.11.      A Director can be removed by a quorum of the Board of Directors.

 

6.      OFFICERS

6.1.        A President will be elected annually from among their number by the Board of Directors at their first meeting after the Annual General Meeting. He will hold office for one (1) year and shall be eligible for re-election. The duties of the President shall be to preside at all meetings of the Board of Directors, or at any other meeting that is deemed necessary. The President will exercise a general supervision over the affairs of the Association and be a member of all committees.

6.2.        The Vice-President shall be elected in a similar manner as the President and for a similar term. In case the President is unable to act on account of illness or absence, the Vice-President shall perform all the duties of the President.

6.3.        A Secretary shall be elected in a similar manner as the President and for a similar term. This elected person’s duties shall be to attend all meetings of the Board of Directors. He shall be responsible for all correspondence, the recording and reading of the minutes of meetings. In the event of the Secretary’s absence, the minutes shall be recorded by the President’s appointee. In the event that a Secretary can not be appointed from the Board of Directors, the Board shall have the option of appointing a Secretary from the general membership.

6.4.        A Treasurer shall be elected in a similar manner as the President and for a similar term. This elected person’s duties shall be to attend all meetings of the Board of Directors, or at any other meeting that is deemed necessary. The Treasurer shall deposit all Association’s monies into a chartered financial institution to the credit of the Association and shall pay out again by cheque only, countersigned by the President or his delegate. He shall keep proper books of this or any special account and shall furnish statements in detail to the Board quarterly, and to the Association at least once a year at the Annual General Meeting.

6.5.        The Past-President shall have a position on the Board of Directors. The Past-President shall be a member of the Executive Committee and shall be entitled to one vote.

 

7.      INDEMNITIES TO DIRECTORS AND OTHERS

7.1.        No Director shall undertake any liability greater than $100.00 without prior written approval from the Board of Directors.

7.2.        Every director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any company controlled by it and their heirs executors, and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:

7.2.1.          all costs, charges and expenses whatsoever which such director, officer or other such person sustains or insures in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the duties of his office or in respect of any such liability.

7.2.2.          All other costs, charges and expenses as are occasioned by his own willful neglect or default.

 

8.      COMMITTEES

8.1.        Executive Committee – The Board of Directors may appoint an Executive Committee which in the absence of the Board will act for the Board of Directors. The Executive Committee shall be the Past-President, the President, the Vice-President and two (2) other Directors.

8.2.        Special Committees – The Board of Directors may appoint special committees from their members or from members of the Association. The actions of these special committees is subject to approval of the Board of Directors.

8.3.        The Executive Committee and/or any individual director shall be limited to a maximum expenditure of $300.00 for any one project without the approval of the Board of Directors.

8.4.        The president shall be a member ex-officio of all committees.

8.5.        The Board of Directors will appoint representatives to other organizations and notify those organizations of the Association’s authorized representative.

8.6.        The Board of Directors may recognize and affiliate with other breed or driving organizations whose aims do not conflict with those of this Association.

 

9.      MEETINGS

9.1.        The Annual General Meeting of the Association shall be held at such time and place to be decided by the Board of Directors.

9.1.1.      The AGM shall be held within ninety (90) days of the fiscal year end of the Association.

9.1.2.      A notice of the AGM, time and location shall be mailed to the membership at least thirty (30) days in advance.

9.1.3.      A Notice included in the newsletter of the Association will be considered to be in order.

9.2.        Meetings of The Board of Directors may be called by the President, Secretary, or majority of Board members.

9.2.1.      Notice of these meetings must be given by the President or the Secretary ten (10) days before the date of the meeting and may be by regular mail, e-mail or telephone.

9.2.2.      Meetings of the Board or the Executive Committee can take the form of:  in-person or by conference call.

9.2.3.      Quorum – A quorum for the transaction of business at any Board of Director’s meeting shall be a minimum of five (5) directors.

9.3.        Roberts Rules of Order (current edition) shall be adhered to during any meetings of the Association.

 

10.    AMENDMENTS TO THE CONSTITUTION

10.1.      The Constitution may be amended at any general meeting of the Association by two thirds (2/3) vote of the members attending either in person or by Proxy.  If required, a form to vote by Proxy will be provided in the Notice of Meeting.

10.2.      Notice of all proposed Amendments will be in writing and be in the hands of the secretary not less than forty-five (45) days prior to the meeting.

10.3.      The secretary must distribute the proposed Amendments with Notice of Meeting at least thirty (30) days prior to the meeting, otherwise the meeting shall have no power to deal with a proposed amendment. Any member in good standing may propose an amendment.

 

11.    VOTING

11.1. Each individual member of the Association shall have one (1) vote.

11.2.      Family Membership:  – two adults and any minor children of the same household.  Family Membership is entitled to two (2) votes at Meetings. (Minor means under 18 years of age on January 1st of the membership calendar year.

11.3. Voting at a meeting can be done by:

11.3.1.       a show of hands,

11.3.2.       secret ballot specified by the President, or

11.3.3.       secret ballot at the request of 3 or more members.

11.4. Proxies shall be accepted on items declared in the Notice of Meeting.

11.4.1.       If voting by Proxy, both the person signing the proxy and the person to whom the proxy is assigned must be current members of the Association at the time of the meeting.

 

12.   VOTING BY E-MAIL

Email voting may be used by Board when an issue must be discussed and decided upon prior to the next scheduled conference call or face to face meeting of the Board.
This policy documents how such email voting may take place.
Nothing in this policy affects the ability of the Board to make decisions at the next regularly-scheduled meeting.
12.1.         Email voting should be used for matters of importance to OCDA.

12.2.         Issues that are not suitable for email voting should be addressed at the next scheduled conference call or face to face meeting of the Board.

12.3.         Email voting will not be used to authorize expenditures of more than $500 unless such expenditures have already been included in the annual budget.

12.4.         All email Motions, discussion and voting must be sent to all board members of  OCDA.

12.5.         The Motion is made by inserting the word MOTION in capital letters in the subject line of the email.

12.6.         The Motion must be made and Seconded before any discussion will take place.

12.7.         The Motion must be Seconded within two days.

12.8.         If no Second is made, the Motion will be considered to be deferred until the next regularly-scheduled conference call or face to face Board meeting.

12.9.         Discussion of the issue should relate directly to the Motion.

12.10.      Only text which is being specifically addressed should be included in the reply.  Other text should be deleted from the replies.

12.11.      The Chair, or the originator of the Motion may defer the Motion to the next scheduled conference call or face to face Board meeting if at any time the discussion indicates that the Board needs more information than can be provided via email, that the issue is highly controversial, or that the issue would benefit from conference call or face to face discussion.

12.12.      The Chair may call for a vote on the Motion after a discussion period of three days but the vote must be called for within five days from the date and time of the original Motion.

12.13.      The vote is called by inserting the word VOTE in capital letters in the subject line of the email.

12.14.      Board members must vote within five days of the call for the vote.

12.15.      The quorum for action by the Board via email will be 50% + 1 (or 51% ?), and the votes needed for passage will be a simple majority of this quorum.

12.16.      Any member of the Board who does not respond or does not have access to email for a period of time will be considered a no vote.

12.17.      When the voting has closed, a confirmation email will be circulated to indicate whether the Motion is passed or denied.

12.18.              The subject line will indicate in capital letters VOTING IS CLOSED.

12.19.      If, for some reason there is a situation where there is a Motion and a Seconder, but insufficient voting to pass or deny the Motion, the Motion will be raised again at the next scheduled conference call or face to face Board meeting.

12.20.      Passage, denial, deferment or lack of action on an email Motion will not in any way affect the power of the Board to address the same issue in future Board meetings.

12.21.      The status of all email Motions (passage, denial, deferment or lack of action) will be recorded in the “Decisions in the Interim” section of the Board minutes at the next regularly-scheduled meeting of the Board.

 

·       Email Etiquette

o   Basics: Use basic rules of penmanship like a salutation, please, thank you and sign with your name.

o   Use the spell check. Pay attention to basic rules of grammar.

o   Be concise: Get to the point of your email as quickly as possible, but don’t leave out important details.

o   Proof read: Proof your email and are sure that it is exactly the way that you want it.

 

13.   ARTICLE 12 – GENERAL

13.1.      Head Office – The head office of the Association shall be at a location as designated by the Board of Directors.

13.2.      Seal – The seal (if made) shall be the corporate seal of the Association. This seal will be kept at the Head Office of the Association.

13.3.      Fiscal Year – the fiscal year of the Association shall be December 31st.

 

14.   DEFINITIONS

14.1.      Wherever the context permits in this Constitution, the singular will include the plural, the masculine the feminine, and the term horse will include ponies.