ARTICLE 1: INTERPRETATION
1 .1 GTLLI means the Georgian Triangle Lifelong Learning Institute.
1 .2 BOARD means the Board of Directors of GTLLI.
1 .3 GENERIC TERMS such as those importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine.
ARTICLE 2: BUSINESS OF THE INSTITUTE
2 .1 PURPOSE: The purpose of the Institute is to maintain a self-supporting organization of seniors who seek self-fulfilment through participation in educational activities, at the post-secondary level, designed to expand their intellectual horizons.
2 .2 HEAD OFFICE: The head office of the Institute shall be in the town of Collingwood, or at such other place as the Directors may from time to time determine.
2 .3 FISCAL YEAR: The fiscal year of GTLLI shall end on the thirtieth day of June.
2 .4 BANKING: The GTLLI bank account shall be kept in such financial institution as the Board determines. Cheques and contracts may be written on its behalf only by Directors designated by the Board.
2 .5 BOOKS AND RECORDS: All books and financial records of GTLLI shall be kept by the Director of Finance who shall provide them for scrutiny at any General Meeting of GTLLI.
2 .6 PUBLIC ACCOUNTANT: The Public Accountant (PA) of the Institute shall be appointed by resolution at an Annual General Meeting of the Members. The Public Accountant (PA) shall hold office until the next Annual General Meeting following his appointment or until a successor is appointed. The PA would conduct a review engagement annually on the Institute’s financial statements. Members may pass an ordinary resolution to require an audit instead if required.
ARTICLE 3: DIRECTORS
3 .1 NUMBER OF DIRECTORS AND QUORUM: The affairs of the Institute shall be managed by a Board consisting of nine elected Directors. In addition, the immediate past Chair shall be a member of the Board ex-officio. A majority of Directors shall constitute a quorum for the transaction of business at any Board meeting.
3 .2 TERM OF OFFICE OF DIRECTORS: Directors are elected for a two-year term unless there is a vacancy due to an incomplete term. In the event that a vote is required, the newly elected Directors receiving the greater number of votes shall serve the longer terms.
3 .3 POWERS OF DIRECTORS: The absolute control of all matters in any way relating to the operation, regulation and management of the Institute shall be vested entirely in the Board.
3 .4 QUALIFICATIONS: Only Members of GTLLI are eligible to serve as Directors. No person shall be eligible to serve as a Director for more than three consecutive two-year terms. A Director may be eligible for one further term if the Board, by resolution, considers his/her skills and abilities unique at the present time for the proper guidance and in the best interests of the Institution.
3 .5 NOMINATING COMMITTEE: The Chair shall, with the consent of the Board, appoint a Nominating Committee prior to each Annual General Meeting.
3 .6 NOMINATIONS: On or before May 1 of each year, the Nominating Committee shall present to the Board a list of nominees, consisting of one person for each expected vacancy on the Board. Additional nominations may be made only in writing, signed by a Member as sponsor with the consent of the said nominee endorsed thereon and filed with the Secretary not later than two weeks prior to the scheduled election.
3 .7 ELECTION: The election of Directors shall be by ballot if there are more candidates than vacant positions. A tie shall be broken by a coin toss. Each Director will serve until his term expires and his successor has been elected.
3 .8 VACANCIES: Should any vacancy occur on the Board, the remaining Directors shall have the power to fill such vacancy by a majority vote until the next scheduled election of Directors.
3 .9 MEETINGS OF DIRECTORS: A meeting of the Board may be called by the Chair or by any four Directors. Such meeting may be held at the lnstitute’s Head Office or any other convenient place in Ontario. Notice of any Board meeting, including an agenda, shall be given to all Directors, either by mail or verbally, not less than five days in advance of the meeting. A Board meeting may be held from time to time without formal notice if all Directors are present or if those Directors who are absent have waived notice of such meeting. The Chair, or in his absence, the Vice-Chair, shall be chairman of any meeting of the Board. Questions arising at any meeting of the Board shall be decided by a majority of votes; and in case of an equality of votes, the chairman of the meeting, having already voted as an ordinary member, shall be entitled to a second or casting vote
3 .10 REMUNERATION AND EXPENSES: The Directors shall receive no compensation, directly or indirectly, for acting as such and shall not receive any profit, directly or indirectly, from their office. The Directors shall be entitled to be reimbursed for their out-of-pocket expenses properly incurred in connection with the affairs of the Institute.
3 .11 DECLARATION OF INTEREST: It shall be the duty of each Director to declare any interest, whether direct or indirect, in any contract or arrangement, or proposed contract or arrangement, and refrain from voting on any such contract or arrangement.
3 .12 COMMITTEES: The Board may at any time appoint such committees, including their membership, as it deems necessary in connection with the conduct of the affairs of the Institute, and may delegate any powers to such committees as are permitted by law. The general and specific responsibilities of each such committee shall be documented in the GTLLI RULES AND REGULATIONS.
ARTICLE 4: RESPONSIBILITIES OF DIRECTORS
4 .1 GENERAL: The following responsibilities shall be assigned as soon as possible after the Annual General Meeting.
4 .2 CHAIR: The Chair shall preside at each General Meeting of the Institute and at each meeting of the Board. He shall be responsible, in general, for directing the affairs of the Institute.
4 .3 VICE-CHAIR: The Vice-Chair shall assist the Chair as required. He shall act as Chair in the Chair’s absence.
4 .4 DIRECTOR OF FINANCE: The Director of Finance shall be responsible for all books of account of the Institute and all required financial statements. He shall recommend to the Board the amount of the annual membership fee and the individual course fees.
4 .5 DIRECTOR OF REGISTRATION: The Director of Registration shall be responsible for the up-to-date records of Members and course registrants.
4 .6 DIRECTOR OF PUBLIC RELATIONS: The Director of Public Relations shall be responsible for all the public relations activities of the Institute.
4 .7 DIRECTOR OF CURRICULUM: The Director of Curriculum shall be responsible for the development and organization of the year’s program and courses.
4 .8 DIRECTOR OF FACILITIES: The Director of Facilities shall be responsible for arrangements for all meetings and lectures, including any appropriate audio-visual equipment.
4 .9 SECRETARY: The Secretary shall be responsible for the records of all Board activities.
ARTICLE 5: MEMBERSHIP
Any person who has paid the Annual Dues shall be a Member of GTLLI for that year.
ARTICLE 6: DUES AND FEES
6 .1 ANNUAL DUES: Annual dues, as determined by the Board, shall be payable by each Member.
6 .2 COURSE FEES: The Board shall approve fees for each course.
ARTICLE 7: GENERAL MEETINGS OF MEMBERS
7 .1 ANNUAL GENERAL MEETING: An annual general meeting shall be held during the month of September at a date and place determined by the Board of Directors. The agenda shall include a review of the financial statements for the previous year, the election of Directors, and the appointment of Auditors.
7 .2 SPECIAL GENERAL MEETING: A special general meeting may be called at any time upon written application to the Secretary by not less than one tenth of the Membership or by four Directors, requesting that such a meeting be held and stating the business to be discussed.
7 .3 NOTICE OF MEETING: Each Member shall be notified of any General Meeting at least ten days in advance of the meeting. The notice shall include an agenda, all pertinent information to be presented at that meeting and, in the case of the election of Directors, it shall include all nominations.
7 .4 QUORUM: The quorum for the transaction of business at any meeting of the Membership shall consist of twenty members.
7 .5 VOTING AT MEETINGS: Voting shall be by a show of hands at each meeting unless the Membership determines otherwise at that meeting. Voting for Directors shall be by ballot if there are more candidates than positions. Only paid-up members are allowed to vote. A vote by proxy will be honoured.
7 .6 PROXIES: At any meeting of Members, a proxy, duly and sufficiently appointed by a Member, shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him, the same voting rights that the Member appointing him would be entitled to exercise if present at the meeting. A proxy need not be a Member. An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the Secretary of the Institute.
ARTICLE 8: AMENDMENT OF CONSTITUTION
Any amendment of the constitution must be presented at a General Meeting of Members and shall become effective only when approved by two-thirds of the members voting. The Board may repeal, amend or enact any Section of the Constitution, but such change shall be effective only until confirmed by a vote of two-thirds of the votes cast at the next Annual General Meeting or at a Special General Meeting called for that purpose.
Amendment to Article 2.6 passed by the Members October 7, 2021.
Constitution passed by the Members on October 13, 2000
Amendment to Article 3.4 passed by the Members June 9, 2004
Amendment to Articles 3.4 and 4.1 passed by the Members June 2, 2005
Amendment to Article 2.3 passed by the Members June 14, 2006
Amendment to Article 4.1 passed by the Members June 14, 2010