ELORA BUSINESS IMPROVEMENT AREA CONSTITUTION              - March 2010

WHEREAS, Section 220 of the Municipal Act, RSO 1990, governs the formation and operation of a Business Improvement Area.

And whereas, Pursuant to City of Elora By-law No. 518-92, the Elora Business Improvement Area adopts this constitution dated October 2010 respecting the transaction of the business affairs of the Elora Business Improvement Area.

MISSION 

The Elora Downtown Merchant Association (BIA) is committed to reflecting its local community identity through support of its vibrant business community, enhancing its position as a lively, welcoming place to live, work and play. 

VALUES

1. Protect, enhance and respect Elora’s natural landmarks and heritage.

2. Encourage, promote and undertake the use of environmentally friendly products and activities.

3. Maintain Elora’s unique identity within the greater Centre Wellington community.

4. Conduct itself with integrity and honesty with accountability to BIA members, partners and stakeholders.

5. Maintain openness, respectfulness and inclusiveness.

PURPOSE

The primary purpose and objectives of the BIA will be determined by a general collection of feed back to the directors and or administrator, through various sub-committees, and by any other means deemed sufficient, before the annual general meeting (AGM). This information will present the parameters for the coming year’s budget as chosen by the membership under the following classifications:

BEAUTIFICATION

To oversee and initiate the improvement, beautification and maintenance of  municipal lands, buildings and structures in the business improvement area and within that process, to ensure that the best interests of the businesses operating within the BIA are clearly communicated to the Township.

Areas of focus include but are not limited to:

• Streetscape improvement and other amenities:  Providing for customer friendly lighting, signage, street furniture, planters, waste disposal, banners and sidewalk treatment.

• Seasonal Decorations:  Creating a unique and pleasant environment for customers and staff of all businesses through the use of decorations that are appropriate to the season and holiday.

• Natural Landmarks:  the preservation and enhancement of Elora’s natural landmarks within and adjacent to the business improvement area.

MARKETING

To promote the business improvement area as a distinct economic area featuring unique retail and non-retail businesses, restaurants and natural settings as well as being a focal point for cultural, artistic and social activity.

 Areas of focus include but are not limited to:

• Communication: Identifying key customer segments and developing effective advertising and communication programs designed to increase foot traffic, to increase the awareness of Elora and to enhance the Elora brand.

• Promotions: Understanding who area customers are and creating effective promotions to retain and expand the customer base.

• Special Events: Organizing and partnering in special events that highlight the unique attributes of the area and increase customer visits.

1.0   BOUNDARIES

1.1 The geographic area comprising the Elora Business Improvement Area as defined in the Township of Centre Wellington/Elora tax roll.

2.0 MEMBERSHIP

2.1   An individual, partnership or corporation with commercial, Industrial
        ownership;
        or an individual, partnership or corporation operating a business within the
        geographic boundaries designated within the Business Improvement Area,
        which is registered with the township clerk;

  is a member of the ELORA BIA.

2.2   Each member in good standing shall be entitled to:

• One vote on each item arising at any general meeting

• Attend any annual or general meeting of the BIA

• Hold any executive position on the BIA

2.3   An assessed property owner can appoint an individual to act as their

          nominee representing their business or property address. The

          nominee must register with the township clerk either by signed  

          declaration or notification by the owner of the property.

3.0   HEAD OFFICE

3.1      The office of the ELORA BIA shall be within the geographical boundaries defined in clause 1.0 herein, at such a place as the Executive determines is suitable, and is generally accepted to be Township Offices, One MacDonald Square, Elora, ON. N0B 1S0

3.2      In the event that the Executive selects a new location for its head office ~ written notice shall be forwarded to all members at least seven (7) days prior to the date of such relocation.

4.0   BOARD OF MANAGEMENT

The affairs of the BIA are governed by a Board of Management (also referred to as: the Executive). Executive BIA members are approved by the Township of Centre Wellington Council. Any resident of the Township of Centre Wellington is eligible to sit on the Board of Management.

4.1 The Board of Management shall consist of a minimum of five (5) directors and a maximum of seven (7) as established by the Board from time to time. It will also include a township representative appointed by the Township Council.

4.2   Any meeting of the Executive shall consist of a majority of directors. Fifty percent of the elected members of the Executive plus one member shall constitute a quorum and a majority vote shall be necessary to give effect to any action of the Board.

4.3 The regular term of office for an executive member will be two years.

4.4   The Executive shall manage the operation of the ELORA BIA including all communication between the Township of Centre Wellington’s elected officials and staff and the BIA.

4.5   All persons elected to the Executive shall be deemed to have accepted the provisions of this constitution.

4.6   The Executive is accountable to the general membership.

4.7   Except in cases of sickness or extenuating circumstances approved by resolution of the Executive, the seat of a Director of the Board becomes vacant when:

a) A member is absent from Board meetings for three (3) consecutive regular meetings without reasonable cause. Upon a director failing to attend three (3) consecutive regular meetings without reasonable cause, the Executive shall send by prepaid mail, a notice to the director advising that upon a fourth (4th) failure to attend, the Board of Management shall recommend to the Township that such director be removed from the executive.

b) A Board director resigns in writing to the Board of Management with a copy of the letter carbon copied to the appropriate Township department.

c) In the event that a seat becomes vacant during the two-year term, the membership shall elect a person who has consented to accept the office if he or she is appointed.

4.8   If more than one person is nominated for appointment, a vote of members of the Board of Management shall be taken and the nominee who receives the most votes shall fill the vacancy.

The Board will then request that the Township Council appoint the recommended member to the Board of Management.

4.9   The Executive shall meet no fewer than nine (9) times per year. This may be scheduled monthly on a regular day and time to be fixed at the beginning of each year.

4.10   Additional executive meetings may be called by the Chair, Vice Chair, Treasurer or any two members of the Board with notice being given to all members of the executive at least five (5) days prior to such meetings.

4.11   Board members shall receive the agenda of a scheduled Board meeting at least two (2) days prior to that meeting and minutes of that Board meeting within ten (10) days of holding that meeting.

4.12   The Executive may postpone or cancel any regular meeting provided that it convenes at least nine (9) regular meetings during each year of its term.

4.13   All meetings are open to the membership of the BIA.

4.14   Any member may attend a Board of Management meeting provided he or she notifies the Administrator 24 hours in advance of that meeting. Any member may request at the beginning of said meeting to address the Board.

4.15   The Board may limit the time for deputations or presentations prior to the commencement of any meeting.

5.0   REMUNERATION

5.1   The members of the Executive shall receive no remuneration either directly or indirectly for services rendered as a director of the Executive of 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 Executive.

5.2   The above requirement does not pertain to the contracting of services with a Board member’s 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.

5.3   A director who is in any way directly or indirectly interested in a contract or proposed contract with the BIA shall disclose his or her interest to the Board. Unless otherwise provided by law, no such director shall vote on any resolution to approve any such contract.

6.0   VOTING:  BOARD OF MANAGEMENT

6.1   Matters arising at any meeting of the Board shall be decided by a majority of votes. At each meeting with the membership a member may cast one (1) vote on each motion.

6.2   The Chair of the Board or a Committee has the right to vote at all meetings of the Board or Committee of which he/she is Chair.

6.3   Any Board Member may request a recorded vote respecting to any matter to be decided by the Board. In such event the Chair votes and if the vote is a tie the resolution is lost.

6.4   A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as proof of the fact.

7.0   CONFLICT OF INTEREST

7.1   A Board member has a conflict of interest if that member has either a direct or indirect pecuniary interest in any business, financial, contractual or personal matter with which the Board is concerned.

7.2   A Board member with a conflict of interest as defined in 7.1, shall declare that conflict of interest and shall not take any part in any discussion nor participate in any vote that involves that conflict of interest.

7.3   For the purposes of 7.1 and 7.2, the pecuniary interest of a corporation of which the Board member or the Board member’s spouse,

parent, child or sibling is a director, officer, shareholder or employee shall be deemed to be the pecuniary interest of that Board member.

7.4   For the purposes of 7.1 and 7.2, the pecuniary interest of a parent, spouse, child, sibling, business partner, business associate or employer of a Board member shall be deemed to be the pecuniary interest of that Board member.

8.0   RESPONSIBILTIES OF THE BOARD OF MANAGEMENT

The Board of Management shall:

8.1   Notify the township of those nominees for directorship to the Executive proposed by the membership for appointment.

8.2   Manage and supervise the affairs of the BIA.

8.3   Maintain liaison with the Township through the appropriate township department.

8.4   The Board of Management will submit its annual report for the year prior to the Township, including a complete audited and certified financial statement with balance sheet and revenue and expenditure statement. This section is subject to the requirements as set by the Township and shall mandate compliance with any notices from the Township that require submitting the books and records of the BIA to an auditor appointed by the Township of Centre Wellington and such deadlines as the Township may require.

8.5   Authorize all expenditures in accordance with the budget established for the current year after consultation with the membership and approved by the Township.

8.6   Report to the BIA membership on its actions affecting the administration, activities and policies of the BIA at all membership meetings.

8.7   Designate a financial institution for the deposit of funds on behalf of the BIA.

8.8   Determine the time and place of all BIA meetings (except for committees) and have authority to call any special meetings it deems necessary.

8.9   Notify the appropriate Township department of all BIA meetings. A representative of the Township’s staff shall be entitled to attend all meetings of the Board of Management, committee meetings and all membership meetings, called for the purpose of carrying on the business of the BIA.

8.10 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 from that meeting only by those directors present at the scheduled meeting, providing that there is a quorum of the Board. 

9.0   EXECUTIVE COMMITTEE

The officers must be committed to and interested in the mission of the organization. They must have a firm understanding of the role of the Board and must have sufficient time to devote to their duties.

9.1   BOARD OF DIRECTORS AND OFFICERS DUTIES

THE CHAIR

• Shall be the Chief Executive Officer of the BIA and the only spokesperson authorized to speak for the BIA unless another Director or Administrator is expressly delegated with this responsibility with Board approval.

• Shall preside over all meetings of the Board of Management and those of the membership unless otherwise delegated.

• Shall be ex-officio member of all committees.

• Shall be accountable to the Board of directors for his/her performance.

• Shall have no formal authority to direct the Board or the affairs of the BIA unless otherwise notified.

• Shall not, on behalf of the BIA, enter into contracts without the knowledge and approval of the Board and the Administrator.

• Shall be, first and foremost, responsible for the effective functioning of the Board and its role of governing the BIA. All other duties are secondary.

• Shall help to clarify the role of the Board.

• Shall collaborate with the administrator to prepare the agendas for each Board meeting.

• Shall help to create a welcoming and appreciative environment conducive to real governance dialogue.

• Shall enforce rules of conduct as they apply to the Board and its members. 

• Shall ensure that the Board operates in a manner consistent with the by-laws of the BIA.

TERM:  Two (2) years, appointed or elected annually at the annual general meeting

REMOVAL OF CHAIR

Unless otherwise indicated in the by-laws, the Chair may be removed by a special resolution of the Board for which advance notification has been given to all Directors, duly moved and seconded and passed by a majority of directors present at a regular or special meeting of the Board.

THE VICE CHAIR

Shall exercise the duties of the Chair in the Chair’s absence.

TERM:  Two (2) years appointed or elected annually at the annual meeting.

THE TREASURER   

• Shall provide to the Board of Management an annual financial report as required under the Municipal Act.

• Shall oversee all accounts of the BIA in conjunction with the work of the Administrator as well as overseeing all accounts of receipts and disbursements.

• Shall, in the event there is no administrator for whatever reason, assume all responsibilities for full and accurate accounts of receipts and disbursements unless otherwise directed by the Board of Management until such time that a new administrator is hired.

• Shall be responsible for ensuring that the Board understands the financial affairs and resources of the organization.

TERM:  Two (2) years appointed or elected at the annual general meeting.

(ALL OTHER)  DIRECTORS OF THE BOARD OF MANAGEMENT

Every member of the Board of Management is expected to do the following:

• Prepare for and attend Board meetings

• Work as a team member and support Board decisions

• Approve the budget and monitor financial performance in relation to it

• Abide by the by-laws, code of conduct and other policies that apply

• Establish, review and monitor policies that guide the BIA

• Participate in the recruitment of new Board members

• Participate in the evaluation of the Board itself

• Participate in committee work and shall report to the executive on the activities of the committees that he/she chairs

• Attend and participate in the annual general meeting

• Keep informed about community issues relevant to the mission and objectives of the BIA

COMMITTEES OF THE BOARD OF MANAGEMENT

11.1   All committees are established by the Executive and report only to the executive.

11.2   All committees shall comprise no fewer than three (3) members. At least one shall be a director of the executive, other than the Chair and at least two may be members of the BIA. The Chair of a committee shall be elected by the members of the committee from within their ranks.

11.3   The Chair of a committee may be a Director.  The Chair of the Executive shall not chair any committees.

11.4   All committees are responsible for investigating, preparing plans and recommending actions to the Executive within their mandate.

11.5   Committees shall not have the authority to enter into a contract on behalf of the BIA or commit the BIA to any financial liability beyond its approved budget.

11.6   Each committee shall report to the Executive (preferably in writing) its activities at each regularly scheduled Board meeting, either by the chair or by a director of the Board representing the committee. Any written report is to be attached to the minutes of the Executive meeting at which it was presented.

11.7   The Committee Chair shall, at each Board of Management meeting, submit a report and/or expenditures and/or minutes outlining the progress of the committee. Any expenditure over $250.00 for projects, promotions or related committee expenses that has not received prior approval as set out as a previously budgeted item requires Executive approval.

12.0   BANKING

12.1   The designation of a financial institution for the deposit of funds on behalf of the BIA is the responsibility of the Board.

12.2   The disbursement of funds shall be by cheque unless otherwise provided by the Board.

12.3   All cheques shall bear two (2) signatures. The Board will determine the list of signing officers from time to time, two (2) of which must be on the Executive committee.

13.0   FINANCIAL YEAR

13.1   The fiscal year of the ELORA BIA shall terminate on the same schedule as the Township of Centre Wellington.

14.0    FINANCES AND RECORDS

14.1   The auditor of the Township of Centre Wellington shall be the auditor of the ELORA BIA and all books, documents, transactions, minutes and accounts of the Board shall be open to his/her inspection at all times.

14.2   All cheques received by the ELORA BIA shall be deposited to the credit of the BIA.

14.3   Contracts and engagements of the regular business of the Board shall be signed by the Chair and another Board member.

14.4   All documents, contracts and cheques shall be signed by two signing authorities, one whom shall be the Chair and one other signing authority to be decided by the executive.

14.5   The Board shall keep proper minutes and records of all meetings which it holds.

14.6   The ELORA BIA shall not borrow money and without the prior approval of the Township Council, it may not incur any indebtedness extending beyond the current year.

14.7   The ELORA BIA shall not exceed any monies unless such monies are included in the Annual budget approved the Township Council or in a reserve fund established under the Municipal Act.

15.0   BUDGETS

15.1   The Chair of each committee shall prepare a proposed committee budget for the following year and submit it to the Administrator by Nov.15.

15.2   The Treasurer of the ELORA BIA shall prepare the complete proposed budget and submit it to the Executive prior to the January Board meeting.

15.3   Following Executive review and required revisions, the Executive shall approve a final budget.

15.4   The annual budget prepared by the Executive shall be presented at an Annual General membership meeting called for this purpose for review and input from the membership.

15.5   A copy of the proposed budget must be included with notice of the Annual General membership meeting if available, and if not, shall be available at the membership meeting.

15.6   After approval is given to the budget by the membership attending the Annual General meeting the budget shall be submitted to Township Council for their approval at their scheduled budget meeting.

16.0   ANNUAL MEETINGS

16.1   The Executive shall submit at the annual general meeting:

1. Annual report for the preceding year including an audited statement if available.

2. Proposed budget for the current year.

16.2   The date of the annual meeting will be mandated by the budgetary process of the Township of Centre Wellington.

16.3   A majority of the members present shall carry a vote.

16.4   Each member shall be entitled to one vote.

16.5   Any member unable to attend the annual meeting, may, subject to the provisions of clause 2.3 appoint a proxy to represent that member at the annual meeting.

17.0   STAFF

17.1   The Executive shall engage an administrator under such terms and conditions it deems advisable and may delegate to this person authority to Manage and direct the day-to-day business affairs of the Board.

18.0   AMENDMENTS

18.1   This Constitution may be amended by majority vote at a meeting of the general membership.

18.2   The amendment shall be effective only after it has been circulated to the membership along with notice that the amendment shall take effect if no objection is received from a member by the administrator within ten (10) days of the notice being given.

18.3   If an objection is received the amendment must be confirmed by majority vote at a general meeting of the BIA members.