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CONSTITUTION
AND BY-LAWS
OF THE
ONTARIO CATTLEMEN’S ASSOCIATION
UNDER THE
AGRICULTURAL AND HORTICULTURAL ORGANIZATIONS
ACT OF ONTARIO
As amended February, 1991
As amended February, 1994
As amended February, 1998
As amended February, 2000
As amended February, 2002
As amended February, 2003
As amended February, 2004
As amended February, 2005
As amended February, 2006
As amended February, 2007
As amended February, 2008
1.
The Ontario Cattlemen's Association is continued under
that name and is hereinafter referred to as the
"Association".
2.
OBJECTS OF THE
ASSOCIATION
The Association will promote the development,
sale and export of agricultural products and provide educational
opportunities related to agriculture and rural life.
(a)
to develop and advocate positions that improve the
Ontario beef industry
(b)
to ensure effective communications with members, industry
stakeholders, government agencies, related organizations and the
general public
(c)
to initiate studies, programs and reviews as needed to
provide direction and stimulus for industry development
(d)
to identify and fund priority research areas
(e)
to promote environmentally and economically sustainable
production methods
MEMBERSHIP
3(1)
The following persons may become members of the
Association upon payment of the fees prescribed in subsection
(2):
(a)
A person who is a bona-fide cattle producer in Ontario, or;
(b)
A person who:
(i)
feeds cattle that are owned by someone else; and
(ii)
owns or rents, in his or her name, the land upon which the
cattle are fed; and
(iii)
actively controls and directs the management of the cattle while
they are being fed on that land.
3(2) The
annual membership fee fixed to be paid by persons who qualify as
members under subsection (1) shall be as follows:
(a)
Where the person has paid a license fee to the
Association pursuant to the Beef Cattle Marketing Act of Ontario
during the period from January 1 to December 31 of the preceding
year, the membership fee is the amount of money paid as license
fees and receipt of the license fees by the Association
constitutes payment, in full, of membership fees.
(b)
Where the person meets the requirements of subsection (1)
but has marketed cattle only in such a manner as to be exempt
from payment of license fees under the Beef Cattle Marketing Act
of Ontario during the period referred to in paragraph 1, the
membership fee is $25.00 and shall be paid to the Association.
(c)
Where the person is admitted to membership under
subsection (1b), the membership fee is $25.00 and shall be paid
to the Association.
3(3) A person who has paid the fees fixed under subsection (2) is
also a member of the county or district branch in which that
person resides.
3(4) A member
may apply to the Board of Directors of the Association to change
membership to a different county or district branch and the
Board of Directors may make the change.
3(5)
Any person who does not qualify as a member under
subsection (1) may be an associate member of the Association
without voting privileges, upon payment of the annual associate
member fee, which is fixed at $5.00, to the secretary of the
appropriate county or district branch.
3(6) In
addition to anything else in this section, a county or district
branch may, by resolution, establish a class of members known as
participating members and may fix membership fees to be paid by
participating members.
3(7) In a
county or district branch any member has the same right to
attend meetings, vote and be elected to any office in the
Association as has a participating member but a participating
member may receive such additional benefits and services as the
county or district branch may, by resolution, prescribe and a
county or district branch may, by resolution, restrict voting
for and election as a member of the branch Board of Directors to
participating members.
3(8) Applications
for membership, or any class of membership, shall be in such
form as the Board of Directors of the Association may, from time
to time, prescribe.
3(9) Subject
to the regulations under the Beef Cattle Marketing Act, the
Board of Directors of the Association may cause to be
established a list of all members of the Association and, where
such a list is established, the board of directors shall provide
to each county or district branch, no later than October 31st in
any year, a draft list of eligible voting members of the current
year for the purpose of voting at county or district annual
meetings the following year. A
final list of eligible voting members will be provided to each
county or district branch after December 31st and
prior to the county or district annual meetings.
3(10) Where a
person's name does not appear on the list provided to a county
or district branch under subsection (9) or where no such list is
provided, the person may establish eligibility as a member of
the county or district branch and of the Association by
producing to the secretary of the county or district branch
proof that license fees were paid by that person, or deducted on
his or her behalf, during the period for which eligibility is at
issue.
BOARD
OF DIRECTORS
4(1)
There shall be a Board of Directors consisting of 12
persons elected as follows:
4(2)
Three
directors elected by voting delegates, identified as cow calf
from among themselves from nominations submitted by the
nominating committee as set out in section 17.
4(3)
Three
directors elected by voting delegates, identified as feedlot
from among themselves from nominations submitted by the
nominating committee.
4(4)
One director
elected by voting delegates, from among those delegates
identified as backgrounder from nominations submitted by the
nominating committee.
4(5)
One director,
elected by voting delegates from the region designated as
Southern Ontario, from among themselves from nominations
submitted by the nominating committee.
4(6)
One director,
elected by voting delegates from the region designated as
Eastern Ontario, from among themselves from nominations
submitted by the nominating committee.
4(7)
One director,
elected by voting delegates from the region designated as
Northern Ontario, from among themselves from nominations
submitted by the nominating committee.
4(8)
Two directors
at large elected by voting delegates from among nominations
submitted by the nominating committee.
4(9)
All nominations for Directors of the association must be
received by the nominating committee no later than 10 business
days prior to the start of the Annual General Meeting.
4(10)
All directors shall be elected to serve a three year term
commencing upon election at the Annual General Meeting.
4(11)
Directors may not serve more than three consecutive terms.
4(12)
In the event of a resignation or for any other reason 1.
a regional director is unable to complete a term of office, the
members of the Advisory Council representing that region shall
appoint a replacement to serve until the next Annual General
Meeting when the remaining term shall be filled by election as
prescribed; 2. a sector representative is unable to complete a
term of office, the respective committee shall name a
replacement to serve until the next annual meeting when the
remaining term shall be filled by election as prescribed; 3. an
at large or the background director is unable to complete a term
of office, the members of the Advisory Council shall appoint a
replacement to serve until the next annual meeting when the
remaining term shall be filled by election as prescribed.
4(13)
The region of Eastern Ontario shall include the counties of
Northumberland, Peterborough, Victoria (City of Kawartha Lakes)
and Haliburton Counties and all counties East of there.
4(14)
The region of Northern Ontario shall include the counties
and/or districts of Algoma, Cochrane, Kenora, Manitoulin,
Muskoka, Nipissing, Parry Sound, Sudbury, Rainy River,
Temiskaming and Thunder Bay.
4(15)
The region of Southern Ontario shall include the balance of
counties not in the North or East: Essex,
Kent, Lambton, Elgin, Middlesex, Oxford, Perth, Huron, Brant,
Haldimand, Norfolk, Waterloo, Wellington, Wentworth, Niagara,
Bruce, Grey, Peel-Halton, Dufferin, Simcoe, York, Durham.
DIRECTORS
TO
CANADIAN
CATTLEMEN'S ASSOCIATION
5(1)
Voting
delegates attending the annual meeting of the Association shall
elect 3 persons to sit on the Board of the Canadian
Cattlemen’s Association. Such persons shall be members of the
Board of Directors of the Ontario Cattlemen’s Association
elected or appointed in accordance with section 4, or members or
alternate members of the Advisory Council elected in accordance
with section 6. The nomination of candidates for directors to
the Canadian Cattlemen's Association shall be by voting delegate
in writing and the nomination must clearly define the mover and
seconder with the candidate's signature of willingness to stand.
The nominations must be submitted to the Executive
Director or such person duly appointed at or before a time in
the meeting designated by the chairman.
5 (2) The
Board of Directors at its Annual Meeting shall, from among
themselves, elect theremainder
of the directors to the Canadian Cattlemen’s Association as
specified in the constitution of the Canadian Cattlemen’s
Association.
5(3)
In the event of any of the delegates to the Canadian
Cattlemen's Association being unable to complete their term of
office, the Board of Directors shall appoint a replacement.
ADVISORY COUNCIL
6(1)
There shall be an Advisory Council to the Association
consisting of one member from each county or district branch.
6(2)
The members of each county or district branch shall, at
the branch’s Annual General
Meeting, elect one of the members of the branch as a
representative to the Advisory Council and one member as an
alternate representative to the Advisory Council.
6(3)
In the event that a member elected by a branch
association to the Advisory Council is subsequently elected or
appointed to the Board of Directors, the alternate
representative elected to the Advisory Council by that branch
association shall become a member of the Advisory Council.
6(4)
Meetings of the Advisory Council shall be called by the
President.
6(5)
The Advisory Council shall meet not less than two times
each year at a time and location to be determined by the Board
of Directors and such meeting shall be attended by the Board of
Directors.
6(6)
The Advisory Council shall have the following mandate: to
bring forward grass roots issues, to communicate OCA
policies/actions to county/district associations and to provide
advice and make recommendations to the Board of Directors on OCA
policies and strategic directions.
6(7)
The term of office for members of the Advisory Council
shall commence at the beginning of the Annual General Meeting
and shall terminate immediately prior to the Annual General
Meeting the following year.
FINANCING
7
The Association shall be financed by:
(a)
funds acquired through license fee deductions made under
the Beef Cattle Marketing Act;
(b)
donations from individuals or other organizations
interested in stimulating an improvement in the beef cattle
industry in Ontario; and
(c)
membership fees.
COUNTY
OR DISTRICT
BRANCHES
8(1)
Members of the Association shall be formed into groups by
area known as county or district branches to which members shall
belong according to their place of residence except where a
member's affiliation is changed by the Board of Directors under
subsection 3(4).
8(2) The areas
for county or district branches shall conform to the boundaries
of counties and territorial districts in Ontario but two or more
adjacent counties or districts may be joined to form one branch.
8(3) For the
purposes of subsection (2) the word "counties"
includes regional municipalities or a part of a regional
municipality that was a county prior to the formation of the
regional municipality.
8(4) The
county or district branches in existence at the time of coming
into force of this Constitution and By-Laws are set forth in the
schedule.
8(5) No new
branch may be formed nor may any existing branch be extended,
consolidated or dissolved without the approval of the Board of
Directors of the Association.
8(6) Every
branch shall be operated by a Board of Directors of the branch
which shall appoint a secretary for the branch.
8(7) The Board
of Directors of a branch may adopt rules to govern its affairs
provided that such rules are not inconsistent with this
Constitution and By-laws.
8(8) In every
branch, all elections of a representative to the Advisory
Council or of voting delegates shall be conducted by secret
ballot with at least two scrutineers elected by the meeting.
8(9) The
secretary of each county or district branch shall submit to the
Executive Director of the Association, at least 15 days prior to
the Annual General Meeting of the Association, the minutes of
the county or district branch Annual General Meeting, and the
names, addresses, postal codes, phone numbers, fax numbers, and
e-mail addresses of the branch officers elected at the branch
Annual General Meeting, the representative and alternate
representative elected to the Advisory Council and the voting
delegates elected to attend the Annual General Meeting.
8(10)
Notice of the date, time and place of the Annual General
Meeting of a branch shall be given by publishing the same at
least 14 days prior to the Annual General Meeting in at least
one agricultural paper having a wide circulation in Ontario and
the notice shall include a copy of any special resolutions to be
debated at the meeting.
8(11) The secretary
of every branch shall provide no later than the 15th of October
in each year, to the Executive Director
of the Association, the date, time and location of the
branch's Annual General Meeting.
8(12) The Board of
Directors of a branch may, when it considers the interests of
the members require it, call a general meeting of members of the
branch to deal only with such matters as are described in the
notice of the meeting and the provisions of subsection (10)
apply to that notice.
8(13) At the Annual
General Meeting of the branch or at any general meeting of
branch members, a majority of the branch members present and
voting may pass resolutions for presentation to the Association.
8
(14) The Association shall
publish, no later than the 15th day of November in each year, a
listing providing the date, time and location of each of the
county and district branch annual meetings.
MEETINGS
9(1)
The annual meeting of the Association, shall be held
during the month of February in Metropolitan Toronto.
9(2)
Notice of the Annual General Meeting of the Association
shall be published at least 14 days prior to the annual meeting
in at least one agricultural paper having a wide circulation in
Ontario.
9(3)
A quorum at the Annual General Meeting will consist of
40% of the persons named by the counties or districts as voting
delegates.
9(4)
The Annual General Meeting of the Board of Directors of
the Association shall be held in conjunction with the Annual
General Meeting of the Association and without further notice.
9(5)
Fifty-one percent of the directors constitute a quorum at
a meeting of the Association Board of Directors.
9(6)
A special meeting of the voting delegates to the previous
annual meeting may be scheduled by the Board of Directors.
9(7) A
recommendation by the Association to make a change in the
license fee deductions authorized under the Beef Cattle Market
Act shall be made only by a vote in favour thereof of at least
two-thirds of the voting delegates at an Annual General Meeting
of the Association and only where notice of the proposed
recommendation has been given in the notice of the Annual
General Meeting.
VOTING
DELEGATES AT ANNUAL MEETING
10(1)
Voting delegates elected by county or district branch
annual meetings, when registering at the Annual General Meeting,
shall identify themselves as cow calf, feedlot, backgrounder and
either North, South or East.
10(2)
In addition to the voting delegates referred to in
subsection (1), every person elected as a member of the Advisory
Council is a voting delegate at the Annual General Meeting of
the Association.
10(3) The members of each branch shall, at the Annual General Meeting of
the branch, elect from themselves voting delegates to the Annual
General Meeting of the Association.
10(4)
The number of voting delegates elected by the members of
each branch under subsection (3) shall be determined in
accordance with the provisions of subsection (5) to (11)
inclusive of this section.
10(5)
The nominal total number of all voting delegates elected
under subsection (3) shall be 200.
10(6)
Of the 200
voting delegates, 80
shall be elected based on cattle population.
10(7)
Of the 80
voting delegates referred to in subsection (6), the members of
each branch shall elect the same proportion of that figure as
the cattle population of the counties or districts represented
by the branch bears to the total cattle population of Ontario as
reported by Statistics Canada in the most recent agricultural
census.
10(8)
Of the 200 voting delegates, 120 shall be elected based
on the number of farms in Ontario with cattle.
10(9) Of the
120 voting delegates referred to in subsection (8), the
members of each branch shall elect the same proportion of that
figure as the number of farms with cattle in the county or
district bears to the total number of farms with cattle as
reported by Statistics Canada in the most recent agricultural
census.
10(10)
Where, in a branch, the total of the calculations in
subsections (7) and (9) produces a number of voting delegates
for the branch that is not a whole number, any fraction of a
voting delegate below .5 shall be rounded down to the nearest
whole number and any fraction of a voting delegate of .5 or
greater shall be rounded up to the next whole number.
10(11)
Where the rounding process in subsection (10) produces a
total for voting delegates from all branches that does not equal
200, no further adjustments shall be made.
10(12) A branch may elect one
or more additional persons to be alternate voting delegates to
perform the functions of any voting delegate from the branch who
is unavailable to act.
10(13)
In addition to the voting delegates referred to in
subsections (1) & (2), each person that is a member of the
Board of Directors, at the commencement of the Annual General
Meeting, is a voting delegate at the Annual General Meeting.
DUTIES
OF DIRECTORS
11(1)
The business of the Association shall be managed by the
Board of Directors. Producer resolutions passed at the Annual
General Meeting shall be dealt with by the Board of Directors.
11(2)
Questions arising at any meeting of the Board of
Directors shall be decided by a majority of votes and in the
case of any equality of votes, the chairman shall have an
additional or casting vote.
11(3)
The Board of Directors, at its Annual General Meeting,
shall elect by majority vote the following:
(a)
a president;
(b)
a vice-president
11(4)
The Board of Directors, at its Annual General Meeting,
shall appoint a secretary treasurer.
LIMITATIONS
ON EXPENDITURES
12 (1)
No money may be expended by the Association, except for:
(a)
payment of expenses incurred by the Association and
expenses and per diems of members of the Board of Directors,
Standing Committees, Advisory Council and Ad Hoc Committees
under these by-laws; and
(b)
carrying out the objects of the association including the
ability to acquire by purchase, lease, devise, gift or other
means and to hold and use or occupy any real property determined
by the directors to be reasonably necessary for the carrying on
of its undertaking and to sell, dispose of and convey the same
or any part thereof as may be considered advisable.
OFFICERS
13 (1)
The officers of the Association shall be: the president,
vice-president and secretary-treasurer.
(2) The officers of the Association will be elected by
the Board of Directors at its annual meeting for a one year term
to a maximum of three consecutive terms.
DUTIES
OF OFFICERS
14 (1)
The president shall preside at all meetings of the
members, the Board of Directors and the Advisory Council.
14
(2) Where the president is
absent or fails to exercise his/her rights and powers under
these by-laws, the Vice-President shall have and may exercise
all the rights and powers of the President.
14(3)
The secretary-treasurer, at the direction of the President or of
any three members of the Board of Directors, shall call meetings
of the Board of Directors at such time and place as may be
deemed advisable provided at least seven days advance notice of
the meeting is given to all members of the Board.
14(4) All payments
made by or on behalf of the Association shall be by cheque
signed by any two of the President, Secretary Treasurer,
Executive Director, Assistant Manager, or the Bookkeeper.
14(5) Officers
having custody of funds may be required before entering office,
to provide such security at the expense of the Association as
the Board of Directors deems adequate and in such form as it may
approve.
EMPLOYEES
15(1)
The Board of Directors shall employ an Executive Director
who shall be responsible to the Board of Directors through the
president.
15(2)
The Executive Director shall be responsible for managing
the office and for hiring and supervising necessary office staff
including a bookkeeper.
15
(3) The Executive Director
shall ensure that a complete record of the minutes of all
meetings of the Association is maintained.
15(4)
The bookkeeper shall keep a full and true account of all
receipts and expenditures, assets and liabilities, prepare an
annual statement, receive all money paid into the Association
and forthwith deposit same in such chartered bank as may be
approved by the board of directors.
15(5) Employees
having the custody of funds shall be required before entering
office to provide such security at the expense of the
Association as the board of directors deems adequate and in such
form as it may approve.
COMMITTEES
16 (1) There shall be three
Standing Committees of the Association: Cow- calf, Feedlot and
Research, with members elected as follows:
(a)
Voting delegates identified as cow calf shall elect at the Annual
General Meeting, from among
themselves, six persons to the Cow-calf committee and one to the
Feedlot committee
(b)
Voting delegates identified as feedlot shall elect at the Annual
General Meeting, from among themselves, six persons to the
Feedlot committee and one to the Cow-calf committee
(c)
Voting delegates identifying themselves as backgrounder shall elect
at the Annual General Meeting, from among themselves, one person
to the Cow-calf committee and one person to the Feedlot
committee
(d)
The Research Committee shall be made up of one representative from
the following; University of Guelph, Beef Improvement Ontario,
Ontario Ministry of Agriculture and Food and Ontario Association
of Bovine Practitioners and four representatives to be elected
from the Advisory Council or Board of Directors
(e)
Voting delegates elected to the Board of Directors representing the
cow-calf or feedlot sector shall also be members of their
respective committees
(f)
The total number of members on each of the Cow-calf and Feedlot
Committees shall be 11.
(g)
The
Board of Directors may appoint, as circumstances warrant, any
person or persons to an ad hoc committee to take up any matter
concerning the Association.
(h)
Each
standing committee shall elect its chairman and vice-chairman,
but if both are absent at any meeting of the committee, the
members shall choose a chairman for the meeting.
NOMINATING COMMITTEE
17 (1)
There shall be a nominating committee consisting of five
members of the Board. The
members of the committee shall be elected at the first
board meeting following the Annual General Meeting of the Board
of Directors. The
function of the Nominating Committee is to present a slate of
names for election as regional board positions, sector Board
positions, at-large board positions and committee positions with
the provision that additional nominations, except for OCA
Director positions, may be made at the time of the election by
voting delegates
VOTING
PROCEDURES
18 (1)
All elections conducted by the Association shall be as
follows:
(a)
all votes shall be by secret ballot;
(b)
if two persons are nominated, the one receiving the
majority of votes shall be declared elected; and
(c)
if more than two persons have been nominated, the person
receiving the fewest votes shall be eliminated and the vote
called again. However,
if one person receives over 50% of the votes cast on the first
or any subsequent ballot, that person shall be declared elected.
COMPENSATION
19 (1)
Members of the Board of Directors, Advisory Council,
standing committees and ad hoc committees shall be paid expenses
actually incurred for their services while attending meetings or
on official business for the Association and such other
compensation as may be approved by the board of directors.
FISCAL
YEAR
20(1)
The fiscal year of the Association shall correspond to
the calendar year.
INCORPORATION
21 (1)
The Association is incorporated under the Agricultural
and Horticultural Organizations Act of Ontario.
AUDITOR
22(1)
The directors of the Association shall appoint an auditor
at the annual meeting of the board of directors.
(2)
The Board of Directors shall appoint an external audit committee to
review financial statements, establish criteria for selection of
auditor, monitor compliance with legislative and regulatory
requirements, and evaluate value for license fees.
AMENDMENTS
23 (1)
With the exception of subsection 9(1) this Constitution
and these By-Laws may be amended by a two-thirds majority of all
eligible delegates voting at an annual meeting provided notice
of such proposed amendment has been included in the notice of
the meeting. Subsection
9(1) may be amended by the Board of Directors at any regular
meeting. |
