Business Improvement Procedures | Constitution

Scope:

The Municipal Act-Section 220, is the Act in which property owners and business people petition Greater Napanee Council to enact a by-law establishing an improvement area., its geographical boundaries and a Board of Management to which may be entrusted, subject to such limitations as the by-law provide, the administration of the organization hereafter known as the “BIA”. The Napanee BIA is a body corporate established by the Corporation of the Town of Greater Napanee.

Purposes and Objectives:

The objective of the “BIA” shall be to develop, promote, serve and enhance the commercial viability of the designated BIA

General:

In all instances, the BIA shall operate in conformity with the provisions of the Municipal Act-Section 220, and the Town of Greater Napanee By-Laws.
The Board of Management of the BIA, with the input of the general membership, may set general guidelines, rules and regulations above and beyond those provided under the Municipal Act, Section 220, but never in interference or contradiction with the Act. This constitution is intended to provide such further rules of procedure as are not specified in the Municipal Act, or Town by-laws in order that the functions of the BIA may be performed in as fair and democratic a manner as possible.

General Members:

  1. Every person who owns commercial/industrial property and/or operates a business within an area designated as a business improvement area is a general member of the BIA. Only one person from each of the above categories will be allowed to vote and each individual is allowed only one vote no matter how many properties or businesses’ he or she may own.
  2. The properties or businesses may appoint an alternate to represent them and to act on their behalf. This appointment must be made in writing to the secretary of the Board of Management. The CAO has final determination if someone is or is not a member.
    (The purpose of the section above is to allow banks, insurance companies, chain stores, etc. the opportunity to have their local employees take part in the BIA)

Board of Management:

All members of the Board of Management are appointed by Town Council.

  1. The Board of Management consists of the Chair, Vice-Chair, Secretary, Treasurer and no fewer than two (2) members at large, in addition there shall be one (1) member of the Greater Napanee Town Council appointed to the board. The previous Chair shall be a member of the Board of Management and all members of the board shall have voting privileges.
  2. At the first meeting of the Board of Management, the Board of Management shall, among themselves, elect the officers e.g. Chair, Vice-Chair, Secretary, Treasurer.

Quorum:

The Board of Management consisting of at least six (6) members, shall have a quorum of half plus one (1), including Council members. In case of vacancies, the quorum shall be no fewer than half the remaining members, plus one (1), until such time as the vacancies are filled in accordance with the Municipal Act.

Vacancies:

The seat of a member of the Board become vacant when:

  1. As provided for in the Municipal Act, Section 220, sub-section (7), when a Board of Management member ceases to be an owner of eligible property or eligible business with the area.
  2. Except in case of sickness, a member is absent from Board meeting for three (3) consecutive regular meetings without being authorized to do so by resolution of the Board. To clarify the member’s intention, the Board of Management is to send a registered letter to ascertain the member’s intention. This letter will provide 30 days for a response. Town Council will e notified if the Board recommends the removal of the member from the Board.
  3. A board member may resign in writing to Town Council c/o the Municipal Clerk and copy shall be provided to the Secretary of the Board of Management. However, Council may ask a member who wishes to resign to reconsider their resignation from the board.

Appointment to the Board:

In the event of a vacancy occurring on the Board of Management:

  1. The remaining members of the Board may nominate for Council’s consideration and appointment an eligible BIA Member to fill the vacancy for the remaining portion of the term of office.
  2. In the event the remaining members of the Board no longer constitute a quorum (IE less than 50% plus 1), a general membership meeting shall be called by the remaining members of the Board for the purpose of electing qualified members to be nominated to the Board.
  3. The Board of Management shall notify the Town as soon as any vacancy occurs and shall further notify it if and when a nomination is made by the BIA for appointment to the Board of Management by Council
  4. Subject to subsection (9), if a vacancy occurs for any cause, the municipality may appoint a person to fill the vacancy for the unexpired portion of the term and the appointed person is not required to be a member of the improvement area.

Terms of Office:

A member of the Board’s term of office is four (4) years and is to coincide with the term of Office of the Greater Napanee Town Council that appointed the members of the Board.

Remuneration:

The Members of the Board of Management shall receive no remuneration, either directly or indirectly, for services rendered to and for the BIA, but may be reimbursed for out of pocket expenses incurred by them as a result of representing the BIA at non BIA Meetings, upon approval of the Board of Management. This requirement does not pertain to the contracting of services with a Board members business by the Board in order for the Board to have the preference of purchasing its services from BIA members, provided business is shared fairly. In the event that both the Chair and the Vice-Chair are unable to attend a BIA scheduled meeting, a presiding officer shall be selected for that meeting only by those Board Members present at the scheduled meeting providing that there is a quorum of the Board.

Responsibilities of the Board of Management:

The Board of Management shall:

  1. Advise the Town of Greater Napanee Council of the nominees elected by the general membership for consideration of their appointment by Council to the Board as provided in the Municipal Act.
  2. Manage, control the activities, determine all policies and supervise the affairs of the BIA. All Board decisions shall be after due consideration of the wishes of the majority of the general membership as established in meetings from time to time.
  3. Maintain liaison with the Town of Greater Napanee through the appropriate Town Department.
  4. On or before the first day of August in each year, submit its annual report for the preceding year to the CAO, including a complete audit and certified financial statement of its affairs, with a balance sheet and a revenue and expenditure sheet.
  5. Authorize all expenditures in accordance with the budget established for the current year in consultation with the general membership and approved by Town of Greater Napanee Council.
  6. Report to the BIA’s general membership on its actions affecting administration, activities and policies of the BIA at all general membership meetings.
  7. Designate a financial institution for the deposit of funds on behalf of the BIA.
  8. Determine the time and place of all regular BIA meetings (except for committees) and have authority to call any special meetings it deems necessary.
  9. Notify the liaison staff of the Town of all BIA meetings, including all meetings of the Board of Management, Committee meetings and all general membership meetings, called for the purpose of carrying out the business of the BIA.
  10. In the event that both the Chair and Vice-Chair are unable to attend a BIA scheduled meeting, a presiding officer shall be selected for that meeting only by those Board Members present at the scheduled meeting providing that there is quorum of the Board.

Board Officer and Duties:

The Members of the Board of Management and the BIA’s Offcers and their duties are as follows:

1) Chair:
a) Shall be the Chief Executive Officer of the BIA and the only spokesperson authorized to speak publicly for the BIA
b) Shall preside over all meetings of the Board of Management and those of the General Membership unless otherwise delegated.
c) Shall be Ex-Officio member of all committees
d) Shall be one of no fewer than two signing officers for BIA contracts
e) May be called upon to sign cheques

2) Vice-Chair:
a) Shall be exercise the duties of the Chair in the Chair’s absence
b) May be called upon to sign BIA contracts
c) May be called upon to sign cheques

3) Secretary:
a) May be called upon to record all facts and minutes of all proceedings, give all notice required to be given to members, be custodian of all books, records, correspondence, contracts and other documents belonging to the Board of Management of the BIA
b) May be called upon to sign BIA contracts
c) May be called upon to sign cheques

4) Treasurer
a) Shall receive and bank all monies of the B.I.A; Keep full and accurate accounts of receipts and disbursements; disburse funds by cheque wherever possible/practical
b) Shall submit an up-to-date statement of receipts and disbursements at each regularly scheduled Board meeting. Upon approval by the Board of Management the statement will be attached to the minutes at which they were approved. Shall provide to the Board of Management an annual financial report, as required under the Municipal Act Section 22, (14).
c) Shall sign all cheques of the BIA.
d) May be called upon to sign BIA contracts.

Members of the Board of Management:

  1. May be asked to serve on a committee.
  2. Shall ensure that any committee, on which he/she is a member, acts within its mandate.
  3. Shall report to the Board of Management on the activities of the committees that he/she chairs.
  4. In the event that the chair of a committee is not a member of the Board of Management and the chair of the committee does not wish to present the committee report himself/herself, a member of the Board representing the committee shall be the committee spokesperson at the Board of Management meeting.

Committees of the Board of Management:

Formation of Committees:

  1. All committees are established by the Board of Management and report only to the Board of Management.
  2. All committees shall comprise no fewer than three (3) general members. At least one shall be a member of the Board of Management, other than the Chair, and at least two (2) may be members of the BIA. The Chair of the committee shall be elected by the members of the committee from within their ranks.
  3. The chair of a committee may be a member of the Board of Management. The Chair of the Board of Management shall not chair any committees.
    Function of Committees:
  4. All committees are responsible for investigating, preparing plans and recommending action to the Board of Management within their mandate
  5. Committees shall not act on their own, without Board of Management prior approval. They do not enter contracts. Contracts are the responsibility of the Board of Management
  6. Each committee shall report in writing its activities to the Board of Management at each regularly scheduled Board Meeting, either by the Chair of the Committee or by the Member of the Board representing the Committee. The report is to be attached to the minutes of the meeting it was presented.

Meetings of General Members:

General Meetings:

  1. There shall be at least one general meeting in each calendar year.
  2. Notice of all general membership meetings shall be mailed or hand-delivered no less than thirty (30) days prior to the meeting.
  3. Notice of meeting shall include the formal agenda. New business may be received from the floor after the formal agenda has been completed
  4. All general membership meetings properly called shall be held on the date and the time for which they are called.
  5. There shall be no proxy voting

Special General Meetings:

  1. The Board of Management has authority to call any special general meetings it deems necessary.
  2. Upon written petition by the lesser of 20% or twenty-five (25) members of the BIA stating a cause for concern which shall be considered as the agenda of the meeting, the Board of Management shall call a special general meeting, to deal with the petitioned agenda, within thirty (30) days of reception of the petition by the Secretary of the Board of Management.
  3. After adoption of the annual budget by the Board of Management the proposed budget shall be submitted to the Town of Greater Napanee Council for approval as prescribed in the Municipal Act, Section 220 Section 10. The budget shall be presented no later than November 30th.
  4. After a budget for the BIA is approved by Town Council, the budget becomes the official document of the BIA from which allocation of funds may be made by the Board of Management for the budget year.

Meetings of the Board of Management:

  1. There shall be a board meeting regularly scheduled in advance. The Board of Management may approve holding additional board meetings.
  2. At regular scheduled Board of Management meetings, any member of the general membership may attend, ask to be recognized by the Board of Management’s Chair and speak on any items on the agenda or request new business to be placed on a future agenda. However, they shall not vote on any items on the agenda.
  3. Upon written petition of any four (4) members of the board, stating a cause or concern, which shall be considered as the agenda of the meeting, the Chair shall call a Board of Management meeting, to deal with the petitioned agenda, within fifteen (15) days of reception of the petition by the Secretary of the Board of Management.
  4. All Board of Management meeting minutes shall e provided to the Town Clerk, upon approval by the Board of Management, to bring forward to Council for adoption.

Sub-Committee Meetings:

  1. A sub-committee shall meet as often as its members deem necessary to perform the committee’s mandate.
  2. A sub-committee shall establish a time and place suitable to the majority of its members for the holding of its regular meetings.
  3. A sub-committee shall keep accurate records of its activities, including minutes, attendance list and agendas. These documents to be attached to the minutes of the Board of Management meeting to which they are presented.
    Annual Budget:
  4. An annual budget prepared by the Board of Management shall be presented at a general membership meeting called for this purpose for debate with an input from the general membership.
  5. A copy of the proposed budget must be included with notice of a budget meeting if available and if not shall be available at the general membership meeting.
  6. After adoption of the annual budget by the Board of Management the proposed budget shall be submitted to the Town of Greater Napanee Council for approval as prescribed in the Municipal Act, Section 205. The budget shall be presented no later than November 30th.
  7. After a budget for the BIA is approved by Town Council, the budget becomes the official document of the BIA from which allocation of funds may be made by the Board of Management for the budget year.
    General Expenditures:
    All monies spent from the BIA account, shall be within the budgeted provisions and spent only for the benefit of the BIA members businesses. Nothing precludes an individual member from adding their own funds to increase the value of improvements carried out in the vicinity of their business provided the proposed donation is included in the budget or revised budget approved by Council.

Rules of Order:

In the absence of rules in this constitution, the proceedings of the BIA shall be in accordance with Section 220 of the Municipal Act and Town by-laws and shall be conducted as set out in Roberts Rules of Order.

Banking:

  1. The designation of a financial institution for the deposit of funds on behalf of the BIA is the responsibility of the Board of Management
  2. The disbursements of funds shall be by cheque wherever possible/practical and in all cases where the disbursement is in excess of $50.00
  3. All cheques shall bear two signatures, one (1) of which shall be that of the Treasurer and one (1) of either the Chair, the Vice-Chair or the Secretary.

Contracts:

  1. All BIA contracts are the responsibility of the Board of Management.
  2. To enter into a contract, a resolution thereof approved by the Board of Management shall be required to be entered in the minutes of a Board of Management meeting and a cop[y of the contract is to be attached to the minutes of that meeting.
  3. Once approved, a contract shall bear two (2) BIA official signatures, one (1) of which shall be the Chair of the Board of Management and one (1) of either the Vice-Chair, the Secretary or the Treasurer of the Board of Management.

Voting:

There shall be no proxy voting of any kind at meetings of the Board of Management or at meetings of the Board with the general membership.

Elections:

The Board of Management shall distribute to all BIA members at least thirty (30) days before the date set for the election:

  1. The date of the General Meeting at which the elections will be held.
  2. The list of candidates per nominating committee report.
  3. The list of all supplementary nominations.
    If the number of candidates is such that voting is not required, all candidates are acclaimed. If a general membership vote is required because of the number of candidates nominated for office, the following procedure shall be used.
  4. Voting shall take place at a place and time designated by the Board of Management
  5. Each BIA General Member casts one (1) vote
  6. After the poll closes the sealed ballots are to be delivered to three (3) scrutineers appointed by the Board of Management.
  7. A candidate has the right to appoint a representative to be present during the counting of all ballots
  8. The scrutineers shall count all ballots on election day and post the results at a place designated by the Board of Management
  9. All ballots shall be kept for safe keeping for 30 days following election day. In no challenges are registered with the Secretary of the Board of Management the ballots shall be destroyed with the approval of the Board of Management
  10. The list of elected nominees for the Board of Management chosen at the Annual General Meeting shall be forwarded to Town Council for consideration in appointing the new members of a Board of Management
  11. The newly appointed Board of Management shall assume their responsibilities in accordance with their appointment by Town Council. The previous Board of Management continues in office until the new Board of Management takes office following Town Council appointment.

Voting at Meetings:

At each meeting with the general membership a member may cast one (1) vote on each motion.
The Chair of the Board or of a Sub-Committee has the right to vote at all meetings of the Board or Committee of which he/she is the Chair.

Adoption of Constitution:

MOTION DATE: