PACA
DRAFT – Bylaws & Policies
Bylaws and policies are to be reviewed by the membership and ratified at the 2025 Annual General Meeting of the Port Albert Citizens’ Association.
The following Bylaws and Policies have been informed primarily by the Government of Ontario’s Guidebook for Board Governance, the Point Clark Beach Association the Ashfield-Colbourne Lakefront Association, the Huron Sands Beach Association Constitution and the resources at lakeadmin.org.
If you would like to participate in this development, please join PACA, volunteer for a sub-committee or join the Board of Directors.
Note that the following acronyms are used throughout this document:
ACW – Township of Ashfield Colborne Wawanosh
MVCA – Maitland Valley Conservation Authority
DFO – Department of Fisheries and Oceans
MNRF – Ministry of Natural Resources and Forestry
CA Act – Conservation Authorities Act
Bylaws
Membership
Membership is open to all property owners and residents in the Point Albert area, which is located within the Township of ACW.
If you own property or reside in Port Albert you can be on the PACA email list and have access to information and resources shared via email, Facebook or the website. You are invited and encouraged to participate in PACA organized community events and activities.
Voting members pay annual membership dues and are entitled to one vote per member of the household when matters of voting arise at an Annual General or Special Meeting.
Dues
Fees for dues shall be suggested by the Board of Directors and approved by the general membership at the AGM. Dues shall be paid in-person by cash or cheque or via e-transfer to portalbertcitizensassociation@gmail.com.
The Board is expected to give members several reminders before the AGM that dues must be paid.
Election of the Board of Directors
The board is to consist of four directors. ‘Members at large’ are optional. The named Executive Officers consist of the President, Vice President, Secretary and Treasurer.
Vice President, Secretary and Treasurer are to be nominated or volunteer and are elected by membership vote at the AGM. If no nominations are put forward, existing Executive Officers may volunteer to hold their positions until a replacement can be appointed or someone is elected at the following AGM.
The Vice-President, at the end of their term, becomes the President. If the Vice-President prefers to vacate their position, then a President is to be nominated or volunteer and be elected by the membership.
In order to be an eligible candidate for President of the Board of Directors, the member must have been a Director on the PACA board during a previous term.
In the event of a vacancy, death, incapability or resignation, replacement Executive Officers must be approved by a majority vote at a Board of Directors’ meeting and ratified by the membership at the next AGM. If the President’s position becomes vacant, the Vice-President shall fill the vacancy.
Each position is typically held by one person for two years.
Board Roles and Responsibilities
Powers of the Board: The Board is subservient to the membership of the association. Members must have the opportunity to voice their opinions, ask questions, and vote on important issues. This feedback guides the Board’s actions and priorities.
It is the responsibility of the Board, to understand member needs and priorities to ensure decisions reflect the majority’s interests. It is the responsibility of the Board to provide regular updates on their activities, financial status, and upcoming plans through email, social media, website, newsletter or report in order to reassure membership that they are not overstepping their authority and powers.
General Role of the Board:
- Encourage members to provide feedback, thoughts and suggestions.
- Oversee the implementation of the association bylaws and policies to ensure decisions and activities align with the association’s goals and objectives.
- Manage the association’s budget, ensuring funds are allocated appropriately and as per membership directive as determined by general vote.
- Oversee financial reporting to ensure transparency and accountability in all financial matters.
- Maintain accurate records of members.
- Foster a sense of community through activities that encourage member participation and engagement.
- Ensure that the association complies with all local, provincial, and federal laws and regulations.
- Set goals and objectives that reflect the interests and needs of the community as determined by discussion and vote at AGMs, Special Meetings, or survey of the general membership.
By fulfilling these responsibilities, the Board ensures the association serves the best interests of all members.
President: The president plays a central role in leading the association, representing it to the outside world, and guiding the group to achieve its mission in accordance with the Code of Conduct and Code of Ethics Policies.
- Guide the executive to ensure everyone works together toward the same goals.
- Help the association make important decisions and set its direction.
- Keep order in meetings by leading discussion, ensuring everyone has a chance to speak and sticking to the agenda.
- Participate in goal setting, future planning and strategies to achieve goals.
- Problem-solve when conflicts arise and help find solutions that work for everyone which may include tough decisions in the best interest of the association.
- Work closely with the secretary, treasurer, and other board members to make sure everyone is on the same page, encouraging teamwork.
- Set an example and motivate others to get involved and work toward the association’s goals.
- Plan for President transition and succession.
Vice-President: The role of the vice-president is to support the president and assist in the leadership and management of the organization.
- Be the president’s helper and assist with their duties.
- Be the president’s backup and lead meetings when the president is absent.
- Help make decisions, future plan and formulate goals and how to achieve them.
- Assist with updates and keep members informed about what’s happening in the association and community.
- Problem-solve when issues or conflicts arise.
- Support and coordinate with other board members and encourage teamwork.
- Learn from the president and other experienced members, preparing to take on the president’s role in the future.
Treasurer: The treasurer is responsible for overseeing the banking and financial affairs of the association.
- Maintain accurate records of all incoming and outgoing funds.
- Ensure transparency in financial transactions.
- Pay bills in a timely manner.
- Collect or arrange for someone to collect fees at the AGM.
- Report regularly to the executive and annually the membership how much money there is and where it’s going.
- Create and follow rules and processes to keep association funds safe.
- Apply to other organizations for funds and work with others to fundraise.
- Plan for the future financial needs of the association.
- Plan for treasurer transition and succession.
Secretary: The secretary is important for maintaining clear communication, record-keeping, and organization within the association.
- Record detailed minutes of discussions and decisions during executive and annual meetings.
- Organize documents and records for easy reference and continuity.
- Keep and maintain a copy of the association’s rules and bylaws.
- Communicate important information or announcements with other relevant organizations and membership via email, social media, and community boards.
- Maintain the membership list.
- Create meeting agendas.
- Schedule and share meeting times and dates.
- Help organize board elections and the AGM.
- Procure location for AGM and Special Meetings in advance.
- Be a support to the president in running meetings and keeping things organized.
- Plan for secretary transition and succession.
Subcommittees
Subcommittees may be established for the purpose of creating a proposal to the Members for Bylaw amendments, special projects, funding research, or other actions to be supported by the membership of PACA.
All Members will be eligible and invited to participate and provide input to sub-committees. The sub-committee will formulate proposals and/or recommendations to be shared with the PACA Board, and the Membership in advance of the meeting via email, PACA website, Facebook and community bulletin board.
Members will be given an opportunity to discuss and share opinions on all proposals at an annual general or special meeting. When the Board is satisfied that Members have had sufficient opportunity to become familiar with the proposal and understand its impact, the Board will submit a Motion at a regular or special meeting and pursue a vote on the proposal.
Meetings and Quorum
All Annual General Meetings (AGM), Board of Directors, and Sub-Committees meetings will follow Robert’s Rules of Order, with issues open to fair and equal debate so as to encourage full participation. An Agenda is to be prepared, circulated and approved for each meeting. If an in-person meeting is not possible, remote meetings using a broadly accessible platform is to be used.
Board of Directors Meetings: Board of Directors meetings shall be called by the President, agenda items to be proposed by all and agendas to be distributed by the secretary. It is recommended that a Board of Directors’ Meeting be held bi-monthly (every other month) and at a minimum held quarterly. Quorum for any meeting of the Board of Directors is 50%+1.
Attendance at Board of Directors meetings must be recorded, and regrets given within a respectful timeframe. Directors who consistently miss meetings or fail to provide regrets, may be asked to leave the board.
Annual General Meeting (AGM): The AGM shall be held between mid-June and the first week in July each year, with the exact date determined by the Board of Directors. The purpose of the AGM shall be to present reports of the past year’s activities including financials, policies or procedures, and the election of Executive. Bylaw amendments may also come forward for approval at the AGM. At an AGM or Special Meeting, a majority of the members present who are members in good standing, shall constitute a quorum. (this is what other small community orgs do, some also put it at 10%+1 as it’s nearly impossible to get more than that to attend)
Notice of the AGM must be distributed within four weeks prior to the set date with notification distributed via email, facebook, community bulletin board, and any additional method at the Board’s disposal. A four week lead time will allow for members to contribute agenda items.
Sub-Committee Meetings: The agenda, date and location of Sub-Committee meetings must be shared with the Board of Directors before the meeting occurs. Directors are free to attend or be designated members of sub-committees. Minutes must be taken and forwarded to the Board, along with next steps, questions and directives.
Special Meetings: Special Meetings may be called by the Board of Directors for the general membership if an issue is identified as urgent. A minimum notice of one week is required for any Special Meeting.
Minutes
Meeting minutes for the Annual General Meeting (AGM), Board of Directors, and Sub-Committees must be recorded and ratified by vote, by those who attend the meetings. To maintain transparency, accountability, and continuity, minutes or recordings of meetings should be made publicly accessible. Additionally, they should be archived in an organized manner in the PACA G-Drive so that future boards can use these documents to assist future decision making and planning.
Since the AGM is the only full membership meeting, a volunteer minutes sub-committee will be ratified at the end of each AGM. This sub-committee is responsible for reviewing and temporarily approving the AGM minutes on behalf of all members to ensure they accurately reflect the mandate that guides the Board’s actions for the year. Final ratification would take place at the following AGM.
Finance
Management: PACA operates on a not-for-profit basis. Funding for activities comes from membership dues, donations, grants and fundraising efforts. Financial transparency and accountability are a core principle.
Two signatories are required for access to banking and disbursements: the Treasurer and the President of the Board.
PACA shall not subsidize in any way activities that contravene any bylaws or regulations as set out by ACW, MVCA, MNR, DFO and the Public Lands Act.
Statements, Books and Records: PACA shall keep correct and complete books and records of account and shall keep detailed Minutes of the proceedings of its AGM, Board Meetings, and Sub- Committee Meetings especially as it relates to financials.
All books and records may be inspected by any member of PACA for any proper purpose at any reasonable time. The books shall be audited annually by the Board of Directors.
Requests for Financial Assistance: Requests for financial assistance must be made BEFORE the work is contracted and supported by submission of quotes that ensure due diligence and are free from conflict of interest.
All expenditures and new line items over [amount TBD] must be approved by vote at an AGM or Special Meeting.
Approved expenses must be supported by invoices and statements that include:
- The contracted entity’s full business name and complete contact information.
- Date work will be/has been completed, invoiced, and paid.
- How the payment is to be/was made and by whom.
Payments may not be reimbursed to a member unless they have submitted:
- A request for financial assistance BEFORE work commences.
- Their full name and contact information.
- The invoice that was paid by them with all of the invoice requirements as stated above.
- The date payment was made.
Communication
The preferred method of official communication between the Association and Members will be meetings. When and where feasible physical meetings of groups of members will give the opportunity for face-to-face deliberation on issues and supervision of voting.
All communications, whether in writing or in-person will be respectful. Vulgar, or bullying language and tone is not to be tolerated.
- Communications between Board members: All communications between Board members must be copied to the entire Board as well as the PACA Google Workspace account so that future boards can refer to past discussions to understand rationale for decision making, and inform their direction and discussion. Shared and archived communication ensures inclusion, transparency and accountability.
- Communications from the Board to the General Membership: All communication from the Board and in replying to members regarding PACA business, must be sent out from (or copied to) the official PACA email at portalbertcitizensassociation@gmail.com. All outgoing emails should be signed by the author on behalf of PACA. Emails of any substance must be approved by the Board before being sent.
- Email: Email will be used as the primary mode of communication for official notices and other official information sharing. Privacy of member email addresses will be protected by PACA with all notices being sent out using blind-carbon copy (bbc).
- Social Media: Social media is to be used as a supplemental mode of communication. Notifying membership using social media alone is not sufficient.
- Mail or Flyer: Notice may be distributed by hand or via regular mail, but only as a supplement to email.
- Community Bulletin Board: All notices shall be posted to the community bulletin board.
- Audio/video conferencing: Where feasible and appropriate, audio or audio-visual methods of communications for meetings can be used in lieu of physical meetings. Where appropriate requirements for notices and quorums, etc. will apply the same as physical meetings.
Amendments to Bylaws
Amendment to PACA Bylaws requires that a sub-committee be established for the purpose of creating a proposal to be presented to the Members. All Members will be eligible and invited to participate and submit input to the sub-committee. The sub-committee will formulate a proposal for additional amendments or replacements. The proposal will be communicated to all PACA members in advance of an AGM or Special Meeting and ratified by membership vote.
Ratified amendments to bylaws will be posted on the website and kept as an archive in PACA’s G-Drive.
Policies
Values
The Port Albert Citizens’ Association (PACA) is a nonprofit community group committed to enhancing the well-being of our members and the broader community. Our core values are:
- Community Engagement: We strive to foster a sense of belonging and active participation among all community members, encouraging involvement and collaboration.
- Transparency: We believe in open communication and clear sharing of information to ensure all community decisions are made with integrity and are accessible to everyone.
- Responsible Environmental Stewardship: We are dedicated to preserving and enhancing the natural beauty of our lakeshore environment, promoting sustainable practices that protect our natural resources for future generations.
- Inclusivity: We aim to create an inclusive atmosphere where all voices are heard and valued, regardless of background or perspective, ensuring fair treatment, respect and equal opportunities for all members.
- Accountability: We hold ourselves responsible for our actions and commitments, striving to deliver on our promises and continuously improve our community impact.
- Commitment to the public good: We are dedicated to serving the best interests of the entire community, actively pursuing solutions that contribute to the common welfare of all our members and the surrounding environment.
These values guide our actions and decisions, helping us work together for the collective benefit and enhancement of the Port Albert community.
Code of Ethics
A Code of Ethics is vital for maintaining the trust and confidence of association members and the broader community. It is the responsibility of each Board Member to understand and adhere to these principles, promoting a culture of ethical behavior and mutual respect.
- Personal and Professional Integrity: All Board Members and volunteers of PACA will act with personal and professional integrity. The PACA Board will strive to uphold honesty in all interactions and decisions, ensuring that truth and integrity are the foundations of their relationships within the community.
- Commitment to the Public Good: Board Members shall prioritize the interests of the community, working to advance public good over personal or individual interests.
- Legal Compliance: PACA Board Members will make themselves knowledgeable in order to comply with all laws, regulations and applicable conventions required for the activities of the association.
- Transparency and Accountability: PACA will provide complete and timely information to its members and the community at large. It will respond in a timely manner to reasonable requests for information. All actions and information from and about PACA will fully and honestly reflect these member ratified policies. All financial and association reports will be complete and accurate in all material respects.
- Inclusiveness and Diversity: PACA has a policy of promoting inclusiveness and diversity and to respond to the changing needs of the community.
Code of Conduct
PACA will welcome and support people of all backgrounds and identities. This includes, but is not limited to members of any religion, sexual orientation, gender identity and expression, race, ethnicity, culture, national origin, social and economic class, educational level, color, immigration status, sex, age, size, family status, political belief, and mental and physical ability.
It also pledges to treat residents and property owners equally, whether they own, live or cottage on lakeshore, riverside, or inland properties.
We all rely on each other to achieve the best outcomes for our membership. Board decisions impact everyone and should consider these consequences carefully. Disagreements do not justify disrespectful behavior. An environment where individuals feel uncomfortable or threatened by personal attacks is neither productive nor creative. Choose your words thoughtfully and always maintain a professional demeanor. This includes, but is not limited to:
- Bullying.
- Ostracizing, or alienating others.
- Condescending, patronizing or paternalistic behaviour.
- Disregarding the opinions and requests of others.
- Aggressive or exaggerated expression of differences.
- Discriminatory jokes and language.
- Insulting, intimidating or humiliating comments or conduct.
- Putting down a person based on a perceived lack of ability.
- Threats of violence.
- Unwelcome sexual attention.
- Advocating for or encouraging, any of the above behavior.
Conflict of Interest
The conflict of interest policy is in place to ensure the integrity, independence and accountability in decisions being made by the Board.
Defining a Conflict of Interest
An actual conflict of interest is defined as a situation in which an individual decision-maker has an impediment to being impartial and loyal, such as:
- A personal, professional, financial, business or volunteer position, responsibility, or interest.
- A conflicting duty to another entity where the individual’s allegiance may be split between PACA and other individuals.
An apparent conflict is defined as a situation or relationship that may cause a reasonable person to believe that there is a real conflict or to question whether there is an impediment to impartiality that could cause the judgment to be compromised.
PACA Board Members must act in the best interests of PACA and avoid personal or third-party gain, promotion of commercial interests, or financial enrichment. It is a conflict of interest for PACA Board members to:
- Use their position and status to endorse or promote any commercial enterprise.
- Allow external interests to affect their decisions.
- Take actions in which the Board member, or the direct family and friends of the Board Member have a financial interest or stand to benefit in a way not shared by the community as a whole.
- Engage in decisions and activities that give unwarranted benefits or endorsements by PACA.
Whether or not a specific situation is considered a conflict of interest or an apparent conflict of interest is determined by how that situation appears to others. This might not be how the Board Member with the actual or apparent conflict of interest views the situation. Conflicts of interest – whether actual or apparent – must be resolved. In some cases, conflicts of interest can be resolved by disclosure and explanation.
Each Board member must use their objective judgment to determine if a conflict of interest, particularly a financial one, exists in any given situation. Assess for and manage potential conflicts of interest.
- Board members should review the meeting agenda in advance to identify any issues that might involve a direct or indirect financial interest.
- If a Board member realizes during the meeting that a conflict exists, they should declare it immediately.
- Once a conflict of interest is declared, the Board member must not participate in discussions or vote on the matter in question.
Conflict Resolution Policy
This policy aims to provide a clear and consistent framework for resolving conflicts within the Port Albert Citizens’ Association members and the Board. The goal is to address issues promptly, fairly, and effectively to maintain a harmonious and productive environment.
While the Executive cannot intervene in or mediate conflict between individual members on issues outside of PACA business, if conflict arises during the AGM or Special Meetings, or as a result of actions and decisions by the Board or membership vote, it is the responsibility of the President of the Board to maintain, model and encourage the following principles:
- Respect: All parties involved in a conflict will be treated with respect and dignity.
- Impartiality: The resolution process will be fair and unbiased.
- Timeliness: Conflicts will be addressed promptly to prevent escalation.
- Transparency: The process and decisions will be transparent to all parties involved.
- Communication: Open dialogue will be encouraged to ensure all have an opportunity to express their concerns and listen to others’ perspectives.
- Documentation: All conflicts and resolutions will be documented and archived.