Version: July 2014
|Date:||May 14, 2017|
ARTICLE I – NAME
The name of this organization shall be the Ontario Maple Syrup Producers’ Association. For the purpose of this Constitution, the term “Association” shall mean Ontario Maple Syrup Producers’ Association. This non-profit association is an incorporated organization within the meaning of the Agricultural and Horticultural Organizations Act of the Province of Ontario.
ARTICLE II – HEAD OFFICE
The head office shall be at the business address of the Office Administrator.
ARTICLE III – OFFICE SEAL
The Association shall have a seal in the form impressed hereon.
ARTICLE IV – OBJECT
The object of the Association shall be:
- To encourage the development and expansion of the activities of local branches of the Association;
- To encourage the development, expansion and improvement of the maple syrup industry in the Province of Ontario by:
- Promoting the production of high quality products;
- Developing a greater interest in hygienic, scientific and labour saving methods of production;
- Promoting sound woodlot management;
- Promoting improved marketing methods leading to increased revenue for the producers;
- Encouraging research and development projects related to production and marketing of maple syrup products;
- Educating producers and the general public about the standards and uses of high quality maple syrup products;
- Promoting the sharing of information about the maple syrup industry between members of the Association and education of members about maple syrup industry;
ARTICLE V – MEMBERSHIP
There shall be four classifications of members in the Association:
A member in good standing shall be one whose annual membership rate has been paid as certified by the Office Administrator and who subscribes to the Constitution and By-laws of the Association.
Producer members shall be those who produce maple syrup and or related products in the Province of Ontario. Producer members are entitled to one vote per paid membership.
Honorary Lifetime members shall be determined by unanimous vote of the Board of Directors at any regular meeting. Honorary members shall not have voting privileges and will be considered members at large.
Associate members shall be those who do not produce maple syrup and or related products in the Province of Ontario but have an interest in the industry. These members may produce syrup or other products in other provinces or jurisdictions. Associate members shall not have voting privileges at the provincial level of OMSPA. However, they may have voting privileges within a Local Association of OMSPA where specifically allowed by the constitution of that OMSPA Local.
Affiliate members are sponsored by a Producer member in good standing of the Association. This member will be a non-producer of maple syrup and related products and will be a non-voting member. The Producer member may sponsor more than one Affiliate member.
Any person, whose membership has been terminated, shall forfeit all right, interest, title and privileges pertaining to membership in the Association including the right to use the emblem, name or other insignia of the Association.
ARTICLE VI – STRUCTURE OF ASSOCIATION
The Association shall be comprised of local regions which agree with the Constitution and by-laws of the Association and pay the fees as prescribed by the Association. The regional locals shall be as follows:
Algoma and District
This Local includes all of Northern Ontario west of the City of Greater Sudbury and the Municipality of Killarney and including Manitoulin Island. The dividing line will continue north from the point where Highway 144 intersects with the City of Greater Sudbury’s western boundary.
This Local includes the region bounded on the southeast by Renfrew and Haliburton Counties and to the south by the City of Kawartha Lakes and Simcoe County. To the west this local is bounded by the western boundary of the City of Greater Sudbury and the Municipality of Killarney. This westerly boundary will continue north from the point where Highway 144 intersects with the City of Greater Sudbury.
This Local includes the United Counties of Prescott and Russell and the United Counties of Stormont, Dundas and Glengarry.
Grey-Bruce and District
This Local includes the Counties of Bruce and Grey and the following Municipalities from Huron County to the south. The geographic townships of Ashfield–Wawanosh in the Township of Ashfield-Colborne-Wawanosh, North Huron and Howick Townships, the Municipality of Morris-Turnberry and the geographic township of Grey in the Municipality of Huron East. Also included, the west portion of the Town of Minto in the County of Wellington divided by Hwy 23 and Hwy 89.
This Local includes the Counties of Haliburton, Peterborough, Durham Regional Municipality and the City of Kawartha Lakes.
Lanark and District
This Local includes the Counties of Lanark, Frontenac, Leeds and Grenville United and The City of Ottawa.
Ottawa Valley District
This Local includes Renfrew County and the Township of South Algonquin within Nipissing District plus the northern part of Hastings County including the Municipality of Hastings Highlands, the Township of Faraday, the Town of Bancroft and the Township of Carlow/Mayo. The northern part of Lennox and Addington County including the geographic townships of Ashby and Denbigh in the Township of Addington Highlands is also part of this Local.
Quinte and District
This Local includes all of the County of Northumberland, and the southern parts of Lennox and Addington and Hasting Counties. Excluded are the northern parts of these Counties mentioned above in the Ottawa Valley District description.
Simcoe and District
This Local includes Simcoe and Dufferin Counties, the Regional Municipalities of Peel and York and the City of Toronto.
This Local is the area south-west of a boundary that runs from Lake Huron to Lake Erie. The north-east boundary is explained as Grey Bruce’s southern boundary which is a continuation of County Road 25 to Lake Huron. The boundary follows Cty Rd 25 south-east which becomes Cty Rd 55. Then it goes south-west between the Municipality of West Perth and the Township of Perth East to Hwy 8 and into Stratford. Then continue east on Hwy 7/8 to Shakespeare, then south on Cty Rd 107 which becomes Cty Rd 59 south to Delhi. Then boundary runs east to Simcoe on Hwy 3 and then south on Cty. Rd 24 forming a line to Port Ryerse on Lake Erie.
Waterloo – Wellington
This Local includes Niagara, Waterloo and Halton Regional Municipalities, the County of Brant and Hamilton Division. Also included are parts of Haldimand-Norfolk, Oxford, Perth and Wellington Counties. The west boundary is explained above in the Southwestern Ontario description. Grey County is to the north. Dufferin County and Peel Regional Municipality are to the east.
ARTICLE VII – MEMBERSHIP FEE
The annual membership fee payable to the Association, due and payable by March 1st
each year, shall be determined in each year by the Board of Directors. The term of membership shall be the calendar year.
ARTICLE VIII – AMENDMENT
This Constitution may be amended by a three-quarters majority vote by those present at the annual meeting or at a special general meeting called for the purpose of amending the Constitution. (Paragraph reverted to original)
Any proposed amendments from the membership at large must be submitted in writing to the Office Administrator no later than thirty (30) days prior to the annual meeting or a special general meeting called to amend this Constitution.
Notices will be given to the membership of proposed amendments Notices will given at least 15 days and not more than 50 days prior to the annual meeting or the special general meeting called to amend this Constitution.
ARTICLE I – BOARD OF DIRECTORS
The Board of Directors of this Association shall be composed of producer members from the Locals. Each Local shall elect two members as Directors of the Provincial Association as well as an Alternate Director. Each Director is entitled to one vote on behalf of their Local at a meeting of the Provincial Board of Directors. The President shall not be entitled to a vote except in the case of settlement of a tie. The Local from which the President has been elected will be entitled to two sitting Directors and two votes.
The Board of Directors shall be the governing body and shall establish policies for the Association.
The Board of Directors may determine fees and expenses to be paid to officers, directors and representative of the Association.
All members of the Board of Directors shall continue in office until their successors are elected.
The office of a Director shall be vacated immediately:
- if the Director resigns office by written notice to the President with a separate copy to the Office Administrator; the resignation shall be effective at the time it is received or at the time specified in the notice, whichever is later;
- if the Director dies or becomes bankrupt;
- if the Director is found to be incapable of managing property by a court or under Ontario law; or
- if, at a meeting of the Members of the Local from which the Director was elected, a resolution is passed by at least a majority of the votes cast by the Members from that Local removing the Director before the expiration of the Director’s term of office.
Upon death or resignation of any member of the Board of Directors, the vacancy may be filled pro tempore by a nomination of the Board of Directors after consultation with the Local from which the member originated. This appointment will remain in effect until the next annual meeting of the Local, when a successor will be elected.
Upon termination of a Director by their Local from which the Director was elected, the Local shall elect a Director to complete the term of the terminated Director. If a Local does not elect a Director within 45 days of the termination of the Director from their Local, then the vacancy may be filled pro tempore by a nomination of the Board of Directors after consultation with the Local from which the member originated. This appointment will remain in effect until the next annual meeting of the Local, when a successor will be elected.
The Board shall meet as is necessary to carry out the business of the Association and plan for the annual meeting.
If a Local does not elect two directors to represent the Local on the Board of Directors, the vacancy or vacancies may be filled by a nomination of the Board of Directors after consultation with the Local. Board directors are expected to attend at least 50 per cent of Board meetings either in person or via agreed upon means of electronic communications.
Any three (3) members of the Board of Directors, upon written certification to the Office Administrator and President, may call a Director’s meeting. This meeting must be called by the President within thirty (30) days of receipt of said notice.
The President or a Vice-President and Directors from five (5) other Locals shall constitute a quorum.
A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Association shall make the disclosure required to the Board of Directors. No such Director shall attend any part of a meeting of Directors to discuss the contract or transaction or vote on any resolution to approve the contract or transaction.
ARTICLE II – OFFICERS
The members at an annual meeting shall elect, from the present or past producer members of the Board of Directors, a President, First Vice-President, Second Vice-President. The treasurer will be appointed by the Board of Directors.
The President, First Vice-President and Second Vice-President shall hold office for a term of two years which shall run from the annual meeting at which he/she is elected. The election of each of these officers shall be held every second year unless an officer indicates during or prior to the annual meeting that he or she is vacating the office in which case an election will be held at the annual meeting for that position.
The President shall hold office for not more than two (2) consecutive terms.
The President shall be the executive officer of the Association and preside over and chair all meetings of the Board and general membership in accordance with Robert’s Rules of Order. He/she shall perform such other duties as usually pertain to the office of the President.
The First Vice-President shall perform the duties of the President in his/her absence. The Second Vice-President shall perform these duties in the absence of the President and First Vice-President.
Should a member of the Executive Committee vacate his or her office during the term, the Executive may appoint a Director in consultation with the Board of Directors to complete the term of the vacated member. Such appointment will be ratified at the next Board of Directors meeting.
The Board, at its discretion, may engage the services of an Office Administrator to manage and conduct the day to day business of the Association. A contract or memorandum of understanding (MOU) with the individual, or organization from whom the services are contracted, will be formally endorsed. The Office Administrator shall not be a member of the board and have no voting privileges.
The Office Administrator shall be charged with the carrying out of the business of the Association as per the duties and responsibilities assigned by the Board and outlined in their job description and employment contract.
The Office Administrator’s financial accounts and books shall be open for inspection by the President, Vice-Presidents, Chair of Finance, Treasurer and authorized auditors/financial reviewers, at all reasonable times.
From time to time, the Board of Directors may vary, add to or limit the powers or duties of any officer or employee.
The Office Administrator shall supply the President with a copy of all correspondence (excluding routine supply orders) sent by the Office Administrator on behalf of the Association.
The Office Administrator of the Association before entering upon the duties of his/her office shall give such security either by joint or several covenant with one or more sureties or otherwise as the Board deems necessary for the faithful performance of these duties and especially for the due accounting for and paying over all money that comes into his/her hands.
The Board shall, in each and every year, inquire into sufficiency of the security given by the Office Administrator and report therein.
The Board of Directors may request the Ontario Minister of Agriculture, Food and Rural Affairs, the Ontario Minister of Natural Resources, and related federal agencies to appoint member(s) of their respective departments to attend the Directors’ and Association meetings in an advisory capacity.
ARTICLE III – EXECUTIVE COMMITTEE
The Association shall have an Executive Committee comprised of the President, the First Vice-President, the Second Vice-President, the Treasurer and the Past President. When necessary, the Executive Committee will solicit the input of Committee Chairs and members at large to provide specific expertise or knowledge.
The Executive Committee is responsible for overseeing the day to day operation of the Association in accordance with the Board approved budget and work plans. The Executive Committee acts on behalf of the Board of Directors when the board is not in session and will provide copies of meeting minutes to the Board of Directors.
A quorum at an Executive Committee meeting shall be three (3).
ARTICLE IV – COMMITTEES
The Executive Committee may annually establish Standing Committees as required for the execution of the Board’s responsibilities and shall approve the terms of reference for such Committees. At the first board meeting after the Annual General Meeting, the Executive Committee in consultation with the Board of Directors shall name the Chairs of such committees. The Chairs will recommend the members of their respective committees to the Executive Committee for approval and shall include at least one Producer member from the Board of Directors. Members of committees appointed shall be members in good standing from the Association. Ex officiis who are not Producer members may be appointed to committees to provide specific expertise or knowledge.
The Treasurer shall be a member of the Finance Committee, but shall not be Chair of the Finance Committee. The President will be an Ex officio member of each standing committee.
ARTICLE V – MEMBERSHIP AND FEES
Membership of the Association shall consist of those named in Articles of the Constitution. A membership is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated.
Members will normally join the Local Association where the member produces maple syrup or resides. Exceptions will be considered by the Board of Directors on a case-by case basis based on Board policy.
The Association shall make a grant to each Local on the basis of 20 percent of the fees per paid-up member for that Local. The minutes and financial statement of each Local must be submitted to the OMSPA office before the Local membership grant is paid.
Upon 15 days written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
ARTICLE VI – FISCAL YEAR – BUDGET ACCOUNTING
Once each year, an auditor/financial reviewer shall review the Association’s books as soon as possible after the end of the year, and the auditors/financial reviewer’s statement of certification shall be read to the members at the next annual meeting. The fiscal year shall be the calendar year.
ARTICLE VII – AMENDMENT
These by-laws may be amended by a three-quarters majority vote of those present at the annual meeting or at a special general meeting called for the purpose of amending these by-laws.
Any proposed amendments from the membership at large must be submitted by writing to the Office Administrator no later than thirty (30) days prior to the annual meeting or a special general meeting called to amend these by-laws.
Notice will be given to the membership of proposed amendments at least 15 days and not more than 50 days prior to the annual meeting or a special general meeting called to amend these by-laws.
ARTICLE VIII – ANNUAL GENERAL MEETING
The annual general meeting shall be held each year, in the Province of Ontario at a location decided by the Board of Directors. The time and place of such a meeting shall be announced as early as possible to the members with a minimum of thirty (30) days’ notice.
Any Member, upon request, shall be provided, not less than 21 days before the annual meeting, with a copy of the approved financial statements, auditor’s report or financial review and other financial information required by the By-laws or articles.
A quorum of members consists of those members present at the annual general meeting representing at least six (6) Locals.
The business transacted at the annual meeting shall include:
- a) Receipt of the Agenda
- b) President’s report;
- c) Report of the Board of Directors by the First Vice-President which includes their proceedings and the proceedings of the Association;
- d) Minutes of the previous annual meeting and subsequent special meetings;
- e) Business arising out of the minutes;
- f) Consideration of the Financial Statements reported by the Treasurer, including a detailed statement of the receipts and expenditures for the previous year and the assets and liabilities, duly reviewed;
- g) Report of the auditor or person who has been appointed to conduct a financial review;
- h) Appointment of auditor or financial reviewer(s);
- i) Election of Executive members
- j) Such other or special business as may be set out in the notice of meeting
- k) Statements by members (non-debatable).
No other item of business shall be included on the agenda for the annual meeting unless a Member’s proposal has been given to the Office Administrator prior to the giving of notice of the annual meeting so that such item of new business can be included in the notice of annual meeting.
- Written reports of Article VIII, Section 2 (a), (b), (c), (d), (e), (f) and (g) shall be made available to the membership at the annual general meeting;
- A copy of the business transacted under Article VIII, Section 2, except for Section 2 k), plus a list of officers and directors and such other general information on matters of special interest to the Association shall be sent to the Minister of Agriculture and Food, within forty (40) days after the holding of the annual general meeting.
A special general meeting of the Association may be called upon notification of the Office Administrator by petition of four local branches. The meeting must be held within thirty (30) days following such a request.
The Board of Directors may call a general membership meeting, with at least thirty (30) days advance notice of such meeting(s) being required.
ARTICLE IX – CONVENTION
At the discretion of the Board of Directors, a convention may be staged in conjunction with the annual meeting.
The purpose of such a convention shall be to provide education and entertainment for the members of the Association.
ARTICLE X – PROPERTY
The Office Administrator shall be the custodian of all real property of the Association.
No director or officer of the Association shall be liable for the acts, receipts, neglects or defaults or other act of conformity, or for any losses or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the money, securities or effects of the Association shall be deposited, or for any loss occasioned by any error whatever which shall happen in the execution of the duties of his/her office or in relationship thereto unless the same shall happen through his/her own dishonesty.
Every Director or officer of the Association and his/her heirs, executors and administrator, 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 Association from and against:
- a) All costs, charges and expenses whatsoever which such directors and officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her, for, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her, in or about the execution of his/her duties of offices;
- All other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.
ARTICLE XI – CODE OF ETHICS
All members of the Association shall subscribe to the following code of ethics;
The Ontario Maple Syrup Producers Association (OMSPA) has a long history of demonstrating its commitment to the production and fair marketing of pure Ontario Maple Syrup.
- In our behaviour, we are open and honest and responsive to the need for change; we are creative and committed to self-improvement. We are committed to acting with integrity.
- In our relationships with people whom we serve and with whom we work, we are fair and consistent. We are committed to effective relationships with our equipment manufacturers and dealers, citizens, clients, partners, elected officials and Government employees.
- In our organizational structures and processes, we are accountable for the effective and efficient delivery of the goals and objectives of OMSPA.
- All members are dedicated to promote and take all reasonable steps to improve and advance the goals, objectives, mission and priorities of the Ontario Maple Syrup Producers Association.
- All members will discharge their duties to the best of their knowledge, skills and competence, and serve OMSPA’s goals in a conscientious, diligent and efficient manner. Members must not allow personal or business interests and actions to jeopardize their personal integrity or the integrity of OMSPA.
- Members shall not disclose confidential information to any unauthorized individual or organization or use confidential information in any private undertakings in which they are involved.
- Member’s conduct will be characterized by courtesy and respect for others regardless of their race, religion, language, gender, disability or political views.
- Actions taken by any member shall be taken in good faith with the interests and goals of the Ontario Maple Syrup Producers Association being foremost in mind.
- Members pledge to produce and market high quality Maple Syrup and Maple Products and will strive to meet the standards set out in the “OMSPA Best Practices Manual”. Our aim is to have 100% consumer confidence in Ontario Maple Syrup.