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Updated Notice of Motion for AGM with Summary of Bylaw Changes.




OMSPA Bylaw No 1 Amended July 2024 - PROPOSED
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ONTARIO MAPLE SYRUP PRODUCERS’ ASSOCIATION

Notice of Motion: Bylaw Amendment


When: At the Annual General Meeting of Producers on July 17, 2024 at 5 PM

Where: Regency Room at the Best Western Hotel, 700 Lakeshore Dr, North Bay, ON

Background: In October of 2021 the Ontario government proclaimed into law the Ontario Not-for-Profit Corporations Act (ONCA or ACT) and required all not-for-profit and charities incorporated in Ontario to be compliant by October 18, 2024. 

Additionally, OMSPA’s 2023/28 Strategic Plan, adopted by the Board of Directors in February 2023, sets as an outcome towards providing strong leadership for maple syrup producers in Ontario, that OMSPA’s structure should be optimized and rationalized for maximum effectiveness and efficiency, following organizational best practices and legislative requirements.  

Finally, OMSPA’s Local Associations, as unincorporated associations, have unmitigated liability risk that could adversely impact members. Changes in the way that Local Associations are established permits the insurance coverage carried by OMSPA to be extended to the Locals.     

The proposed by-law amendment will bring the OMSPA Bylaw into compliance with ONCA, incorporate changes consistent with current best practices for not-for-profit Boards and mitigate the liability risks at the local level. Combined these changes will provide strong leadership for the maple producers in Ontario.

Process: The proposed amended and restated By-Law No 1 has been prepared by the OMSPA Governance Committee with assistance from SV Law LLP, Guelph and input from the Board of Directors and local leadership. The Board of Directors at the June 11, 2024 meeting approved by resolution, that the Proposed Amended and Restated Bylaw No 1 should be put to the members for adoption at the July 17th Annual General Meeting of Producers.

In advance of the Annual General Meeting of Producers an information and Q&A zoom session will be held on Tuesday July 9 at 7:30 PM for all OMSPA members. The session will cover both the proposed Bylaw No 1 and the Terms of Reference for the Local Chapter Committees. Pre-registration can be done at this link

At the July 17th , 2024 Annual General Meeting of Producers, a motion to adopt the Proposed Amended and Restated Bylaw No 1 will be put to the members present. A 75% vote in favour by the members in good standing and present at the meeting is required for adoption.

Summary of Changes: 

  • The Board shall consist of a minimum of three (3) Directors and maximum of twenty (20) Directors, each of whom shall be a Producer in good standing. The number of Directors shall be fixed within the range and may be changed from time to time by special resolution of the members (Sec 2.01). In practice the OMSPA Nomination Committee will put forward a slate of Directors for election at the Annual General Meeting that includes nominees from each Local plus a number of nominees to fill out the skills and knowledge to improve the effectiveness of the Board.

  • Under ONCA, alternate Directors are not permitted. With prior notice to the Chair of the Board, the Board may recognize guests at Board meetings according to Board Policy (Sec 2.01). 

  • The Directors shall be elected by the Producers. All Directors will serve for a term of one year and shall agree in writing to serve as a Director. There is no limit on the number of terms that a Director serves (Sec 2.02).

  • Directors must act honestly and in good faith to serve the best interests of the Corporation (Sec 2.03).

  • The Board shall appoint from among the Directors a Chair, Vice-Chair, Treasurer and Secretary at its first meeting following the Annual General Meeting. The Chair shall hold office for not more than three (3) consecutive terms (Sec 5.01).

  • The Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the terms of reference for all committees (Sec 2.07).

  • The Executive committee is a standing committee of the Board, which shall consist of the following Producers: Chair, Vice-Chair, Treasurer, Secretary and Executive Director. The Executive Director will sit as ex officio (non-voting) (Sec 2.08).

  • There shall be eleven (11) local Chapters of the Corporation of defined geographic area. Each local Chapter will be governed by a local committee under the terms of reference determined by the Board and shall be entitled to appoint one (1) Producer from the local committee for nomination to the Board (Sec 2.09). 

  • At meetings of the Board, quorum for the transaction of business, shall be 50% plus one of the total number of filled Director positions (Sec 3.04).

  • Privileges pertaining to membership in OMSPA including the rights to which members are entitled under section 95 and section 96 of ONCA as well as the right to use the emblem, name or other insignia of the Corporation. A firm or an incorporated company may become a Producer member (Sec 9.01).

  • The Board shall convene a special meeting of the Producers on written requisition of not less than one-tenth (1/10) of the Producers for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the ACT (Sec 10.01).

  • A quorum for the transaction of business at a Meeting of Producers is not less than ten (10) Producers entitled to vote at the meeting, representing at least six (6) local committees (Sec 10.04).

Proposed Amended and Restated Bylaw No 1: The full Bylaw No 1 can be found on OMSPA’s website in the member section blog. Click here. The password is brix if needed. Any concerns with accessing the document should be directed to the Executive Director at admin@ontariomaple.com . 

On behalf of the Board of Directors

Bob Snider

Chair, Governance Committee  



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