Constitutions & ByLaws
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Canadian Nursery Landscape Association
Constitutions


Article 1
The name

The name of the corporation shall be Canadian Nursery Landscape Association; provided that it may be registered and carry on business in those provinces represented in the association as "Landscape Canada".

Article 2
The seal

The seal of the corporation shall be in the form presently adopted by the association; shall have the words "Canadian Nursery Landscape Association" endorsed thereon; and shall be kept at the head office of the association.

Article 3
Interpretation

Section 1

Except where otherwise specified, wherever the words "the corporation" or "Landscape Canada" occur in this constitution and bylaws, they shall be understood to mean the "Canadian Nursery Landscape Association".

Section 2

Wherever the words "the board" appears in this constitution and bylaws, they shall be understood to mean "the board of directors" of the Canadian Nursery Landscape Association.

Section 3

A decision by the board as to the interpretation of this constitution, or whether in a particular instance the provisions of this constitution have been complied with, shall be final and binding unless such decisions rescinded or amended at a subsequent board of directors meeting or by regional or provincial horticultural trades associations representing two-thirds of the votes applicable at a board of directors meeting.

Article 4
Scope and purpose

Section 1

The purpose of the corporation is to act as a federation of regional and provincial horticultural trades associations and thereby represent all nurserymen, landscape contractors, landscape maintenance contractors, garden centre operators, nursery sod growers and any other related ornamental horticultural groups recognized by the corporation.

Section 2

To maintain liaison with the federal and provincial governments and other agencies on matters of interest to the ornamental horticultural industries and in particular in the areas of research, tariffs, quarantines legislation, public relations, communications, and any and all matters which may arise from time to time.

Section 3

To maintain close contact with all member regional and provincial horticultural trades associations and the national horticultural commodity groups, Especially with respect of a federal nature.

Section 4

To establish and provide for the corporation a professional staff and office to manage the affairs of the corporation in accordance with the policies and programs enacted by the board and to provide the member regional and provincial horticultural trades association and the national horticultural commodity groups with collective services of technical nature.

Section 5

To provide solidarity and cohesion to the ornamental horticultural
Industry within Canada and assume a posture of Clarity and strength as a national body.

Section 6

To disseminate pertinent information to the member, regional or provincial horticultural trades association and the national horticultural commodity groups by way of newsletters, by e-mail or by inclusion within a member association's mailings.

Section 7

To study horticultural and produce standards and specifications for all related areas within horticulture in Canada.

Section 8

To promote within the member regional or provincial horticultural trades associations, an improved overall professional status for the horticultural industry in Canada.

Section 9

To maintain contact and membership with other horticultural trade associations in other countries.

Article 5
Structure

Section 1

The regional or provincial horticultural trades associations along with the commodity groups shall comprise the membership in the association and shall be the governing bodies of the corporation.

Section 2

The corporation shall be administered by a board of directors consisting of a representative from each of the regional or provincial horticultural trade associations and the national horticultural commodity groups as provided within the bylaws.

Section 3

The board shall elect an executive body from within the board as provided by the bylaws.
          
Section 4

The board shall appoint committees and chairmen as provided by the bylaws.

Section 5

The board shall meet on a regular basis as provided by the bylaws.

Articles 6
Membership

Section 1

Membership of the corporation shall consist of:
    1.    Regional or provincial horticultural trades associations
    2.    National horticultural commodity groups
    3.    Honorary members

Section 2

Regional or provincial horticultural trades association members:

Trade associations regionally constituted whose members are actively engaged in horticulture.

Section 3

National horticultural commodity group members:

Commodity groups, e.g. - garden centre group, growers group, landscape contractors group, sod growers group, tree arborist group, wholesale distributor group, landscape maintenance contractors group, landscape design contractors group, or similar groups which represent a specialized interest of the membership of the regional or provincial horticultural trades associations.

Section 4

Honorary members:

Distinguished persons who have made an outstanding contribution to the field of horticulture or to the nursery industry and whom the corporation wishes to honor.  They shall be elected for such term as the board of directors may see fit.

Section 5

Membership shall continue as long as a member is in good standing.

Section 6

Admission for all types of membership shall be decided by a majority vote at any board of directors meeting.


Article 7
Rights and privileges of membership


Section 1

Regional or provincial horticultural trades association members:

A.    May send a director and one or more observers to all board of directors meetings according to their membership as set out in the bylaws.
B.     Its representative on the board may vote at all board of directors meetings according to their active and associate membership as set out in the bylaws.
C.    May receive all correspondence and publications of the corporation.



Section 2

National horticultural commodity group members:

    a.    May send a director to all board of director meetings as set out in the bylaws.
    b.     Its representative on the board may vote at all board of directors meetings as set out in the bylaws.
    c.    May receive all correspondence and publications of the corporation.

Section 3

Honorary members:

A.    May receive all correspondence and publications of the corporation.

Article 8
Head office

Section 1

The head office of the corporation shall be located in the city of Mississauga, regional municipality of Peel, Ontario, or such other place or province as the board may decide from time to time.

Section 2

Whenever possible the head office shall be located in conjunction with a member regional or provincial Horticultural trades association within Canada.

Article 9
Procedure

In all matters of procedure, the corporation must follow the procedure set forth by the bylaws.

Article 10
Bylaws

Bylaws for the government of the corporation not Inconsistent with this constitution shall be enacted and may be amended from time to time as hereinafter provided in accordance with section 155(2) of the Canada corporations act.

Article 11
Auditors

The board of directors shall appoint an auditor, being a chartered accountant in public practice, to audit the books and accounts of the association at least once in each year or more often should the
board of direct to do so.

Article 12
Fiscal year

The fiscal year of the association shall be the calendar year.

Article 13
Directors and officers

Section 1

Each regional or provincial horticultural trade association or national horticultural commodity group which are members of the association shall designate one of its members to serve as a director of the association to serve as such for one year and such representatives shall constitute the board of directors.

Section 2

The board shall elect from among its members a first vice president, second vice president, and secretary-treasurer, all of whom shall serve the association for one year. The first vice president so elected will automatically be the president of the association for the ensuing year.

Section 3

Following the election of the first vice president the regional or provincial horticultural trade association or national horticultural commodity group represented on the board by such person shall appoint another representative to the board to serve as a director within the intention that the board of directors shall be comprised of a representative from each of the said associations or groups plus the president, the first vice president and the immediate past president.

Section 4

A director who is elected by the board to serve as president shall not serve as such for more than two (2) consecutive years.

Section 5

The executive of the association shall be comprised of the officers and the person appointed as executive director.

Section 6

The board may engage an executive director and such other staff as may be deemed desirable for the proper functioning of the association.

Section 7

An officer or director may be removed from the board before the expiration of his term in accordance with the provisions prescribed in the bylaws.

Section 8

No officer or director may receive any remuneration for serving as such but may be reimbursed reasonable transportation or out-of-pocket expenses.

Article 14
Execution of documents

Section 1

Negotiable instruments:

All negotiable instruments shall be signed by any two of the following:  the president, secretary treasurer, the executive director and a director specifically named by the board by resolution.

Section 2 - documents:

Contracts, documents or any instruments in writing requiring the signature of the corporation may be signed by the president together with the secretary-Treasurer or the officer appointed by the board of directors for the purpose, and all contracts, documents and instruments in writing so signed and shall be binding upon the corporation without any further authorization or formality. The board of directors shall be power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.  The seal of the corporation may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the board of directors.  The term  "contracts, documents and instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.

Article 15
Protection of directors

Every director, officer or authorized representative of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless by the corporation from and against - all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability unless occasioned by his own willful neglect or default.


Article 16
Dissolution

Upon dissolution of the association and after payment of all indebtedness of the association, the funds, dues, assessments, investments, and assets of the association shall not be distributed to the members thereof at the time of dissolution but shall by resolution of the board be paid to one or more charitable organizations having like objects and purpose.

Article 17
Amendments to the constitution

Changes to the constitution can be made, repeated or amended by a two-thirds vote at any board of directors meeting.  Changes to the constitution must be ratified by boards of directors of the regional or provincial horticultural trades association who are members of the association representing two-thirds of the votes applicable at the board of directors meeting at which the change to the constitution were made.  When board of directors of the said provincial or regional horticultural trades associations representing two-thirds of the votes applicable at a board of directors meeting ratify the change, the changes will then be binding on all members.

General bylaw no.1

Article 1
Name

The name of the corporation shall be Canadian Nursery Landscape Association.

Article 2
Seal

The seal of the corporation shall be in the form presently adopted by the association; shall have the words, "Canadian Nursery Landscape Association" endorsed thereon, and shall be kept at the head office of the association.

Article 3
Interpretation

Section 1

Except where otherwise specified, wherever the words, "the corporation" occur in this bylaw they shall be understood to mean the Canadian Nursery Landscape Association.

Section 2

Wherever the words "the board" appear in this bylaw, they shall be understood to mean "the board of directors" of the Canadian Nursery Landscape Association.

Section 3

A decision by the board as to the interpretation of this bylaw, or whether in a particular instance the provisions of this bylaw have been complied with, shall be final and binding unless such decision is rescinded or amended at a subsequent board of directors meeting or by regional or provincial horticultural trades associations representing two-thirds of votes applicable at a board of directors meeting.

Article 4
Section 1

The head office of the corporation shall be located at 7856 Fifth Line South, Milton, Ontario L9T 2X8 or such other place as the board may decide from time to time.

Section 2

Whenever possible, the head office shall be located in conjunction with a member regional or provincial horticultural trade association within Canada.

Article 5
Objects

Section 1

To create a national association representing all nursery persons, growers, grounds management contractors, sod growers, landscape designers, wholesale distributors, arborists, landscape contractors, garden centre operators, professional horticulturists and allied ornamental horticultural industries who are members of their respective affiliated regional associations.

Section 2

To advance all matters aiding the development and improvement of the nursery and landscape industry and allied ornamental horticultural trades in Canada.

Section 3

To maintain liaison with governmental agencies on matters of interest to the industry and the public.

Section 4

To maintain close contact and membership with other nursery and landscape trades associations in other countries.

Section 5

To provide assistance to members of regional nursery associations by making available newsletters, bulletins, selling aids, yearbooks, programs, services, and Canadian Nursery Landscape Association decals and other materials as requested by the board.

Section 6

To take under advisement the study and establishment of horticultural standards and specifications for nursery stock and landscape contracting and grounds management.

Section 7

Of the surplus funds of the corporation from time to time to purchase or otherwise acquire and to invest in and to hold, own, and, subject to the provisions of section 63 of the companies act, to mortgage or pledge and to sell, assign, transfer or otherwise dispose of debentures, bonds, stock or other securities of or guaranteed by the government of Canada or any province thereof or any municipal corporation in Canada or any other incorporated company or corporation.

Section 8

To acquire and develop land.

Article 6
Scope and purpose

Section 1

The purpose of the corporation is to act as a federation of regional and provincial horticultural trades associations and thereby represent all nurserypersons, landscape contractors, grounds management contractors, garden centre operators, nursery sod growers and any other related ornamental horticultural groups recognized by the corporation.

Section 2

To maintain liaison with the federal government, provincial governments, and other agencies on matters of interest to the ornamental horticultural industries and in particular in the areas of research, tariffs, quarantines legislation, public relations, communications, and any and all matters that may arise from time to time.

Section 3

To maintain close contact with all member regional and provincial horticultural trade associations and the national horticultural commodity groups especially with issues that may be of a federal nature.

Section 4

To establish and provide for the corporation a professional staff and office to manage the affairs of the corporation in accordance with the policies and programs enacted by the board and to provide the member regional and provincial horticultural trade associations, the national horticultural commodity groups, and national standing committee chairs with collective services of a technical nature.

Section 5

To provide solidarity and cohesion to the ornamental horticultural industry within Canada and assume a posture of clarity and strength as a national body.

Section 6

To disseminate pertinent information to the member regional or provincial horticultural commodity groups by way of but not limited to newsletters, confirmed e-mail, web site, or by inclusion within a member association's mailings.

Section 7

To study and establish horticultural standards and specifications for all related areas within ornamental horticulture in Canada.

Section 8

To promote within the member regional or provincial horticultural trade associations and national horticultural commodity groups, an improved overall professional status for the ornamental horticultural industry within Canada.

Section 9

To maintain contact and membership with other horticultural trade associations in other countries.

Article 7
Membership

Section 1

Membership in the corporation shall consist of:
1.    Regional or provincial horticultural trade associations.
2.    National horticultural commodity groups.
3.    Honourary members.
4.    Honourary life members

Section 2

Regional or provincial horticultural trades association members:

Trade associations regionally constituted whose members are actively engaged in horticulture.

Section 3

National horticultural commodity group members:

Commodity groups, e.g. - garden centre group, growers group, landscape contractors group, sod growers groups, arborist group, wholesale distributor group, grounds management contractors, landscape designers, landscape contractors group, or similar groups which represent a specialized interest of the membership of the regional or provincial horticultural trades associations.

Section 4

Honorary members:

Distinguished persons who have made an outstanding contribution to the field of ornamental horticulture or to the nursery industry and whom the corporation wishes to honour. They shall be elected for such term as the board of directors may see fit.

Section 5

Honourary life members
Distinguished persons who have made an exceptional contribution to the field of ornamental horticulture and whom the corporation wishes to honour.  They shall be elected for a lifetime term.

Section 6

Membership shall continue as long as a member is in good standing.

Section 7

Admission for all types of membership shall be decided by a majority vote at any board of directors meeting.

Article 8
Directors

Section 1

The board of directors of the association shall consist of a representative from the regional or provincial horticultural trade associations and national horticultural commodity groups which are members of the association, by selecting from among its members a person to serve thereon on the basis that the said member association shall be represented by one director. The said provincial or regional association may also forward an observer to board of director meetings for every one hundred active or associate members or part thereof of the member association, not to exceed a total of four.  All national standing committee chairs shall also be members of the board of directors.

Section 2

The association's affairs shall be administered by the board of directors and the board shall elect from among its members a first vice president, second vice president and secretary-treasurer, who shall serve for two years or until their successors are elected.  The first vice president shall automatically become the president the ensuing term.

Section 3

Following the election of the first vice president, the regional or provincial horticultural trade associations, or national standing committee, or the national horticultural commodity groups represented on the board by such person so elected shall appoint another representative to the board to serve as a director with the intention that the board of directors shall be comprised of a representative from each of the said associations, national standing committees, or national commodity groups, plus the president, first vice president, and the immediate past president.

Section 4

A director who is elected by the board to serve as president shall not serve as such for more than two consecutive years.

Section 5

The board of directors shall appoint an executive body consisting of the officers as described in article 9 of this bylaw, together with the person appointed as executive director of the association.

Section 6

The office of director shall be vacated if the director resigns in writing; ceases to be active in the industry; and may be removed as a director by a resolution passed by at least two-thirds of the votes cast at any meeting of the board of directors. A director who misses two consecutive meetings of the board of directors without just cause may be removed by a two-thirds vote at a meeting of the board of directors.

Section 7

No director shall receive any remuneration for acting as such but may receive reasonable transportation, accommodation, and meal expenses for attending meetings of the board or on behalf of the association.

Article 9
Officers

Section 1

In the year 2001 and each year thereafter at the first meeting in every other year, the board of directors shall vote by secret ballot and elect a first vice president, second vice president, and a secretary-treasurer. The officers so elected together with the president, the immediate past president and the executive director shall comprise the executive committee.

Article 10
Duties of officers

Section 1

The president shall be the chief executive officer of the association. He shall preside at all meetings of the association and of the board of directors. He shall have general and active management of the business of the corporation. 

He shall see that all orders and resolutions of the board are carried into effect and he, or the 1st vice president, with the executive director or other officers appointed by the board of directors for the purpose, shall sign under the corporate seal of the association all bylaws and other documents requiring signatures of the officers of the corporation. He shall have the power to appoint committees, subject to the approval of the board, and he shall, ex-officio, be a member of all committees.

Section 2

The 1st vice president shall in the absence or disability of the president, perform the duties and exercise the powers of the president, and he shall perform such other duties as may be required of him by the board of directors.

Section 3

The 2nd vice president shall in the absence or disability of the president perform the duties and exercise the powers of the 1st vice president, and he shall perform such other duties as may be required of him by the board of directors.

Section 4

The secretary-treasurer shall have charge of all funds of the corporation and shall deposit or cause to be deposited the same in any chartered bank or other financial institution as may be approved by the board or executive and shall keep or cause to be kept a regular account of the income and expenditure of the association and submit or cause to be submitted an audited statement thereof for presentation to the board of directors as required by the board.

Article 11
Execution of documents

Section 1

Negotiable instruments:

All negotiable instruments shall be signed by any two of the following:  the president, secretary-treasurer, the executive director and a director specifically named by the board by resolution.
Section 2

Documents

Contracts, documents or any instruments in writing requiring the signature of the corporation may be signed by the president together with the secretary-treasurer or the officer appointed by the board of directors for the purpose, and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality.

The board of directors shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing. The seal of the corporation may when required be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the board of directors. The term "contracts, documents and instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.

Article 12
Staff and duties

Section 1

The board of directors may appoint an executive director and such other staff as may be necessary.

Section 2

The executive director is the chief operating official of the association. He is generally responsible for supervising the flow of work through the office, selection and hiring of support staff, and the personnel management function.

Section 3

The executive director shall conduct the correspondence of the corporation, retain copies of all official letters, preserve all official documents and perform all such related duties as properly appertain to his office. He shall, with the president, under the corporate seal of the association, sign all papers and documents requiring signature of execution on behalf of the association, unless someone else is designated by the board in his place.

He shall maintain an accurate record of the proceedings of the association and the board. At the expiration of his appointment, he shall deliver to the association all books, papers, and other property of the association. He may be bonded by the bond of Surety Company in an amount to be estimated by the board of directors.

In addition, the following is an outline of duties, but does not limit the areas of responsibility.

  1. An ex-officio member of all standing committees
  2. To promote the public image of the association and all its members.
  3. To conceive and recommend to the board of directors such programs as may be required to assist the association to carry out its objectives, and as required, undertake such programs.
  4. To promote and sustain membership in the association.
  5. To prepare agendas for directors meetings and prepare reports on necessary items, for such meetings.
  6. To be a bank signatory for the association and exercise due diligence in the review of all accounts and records of the association.
  7. To prepare annual budgets in conjunction with the secretary-treasurer of the association.
  8. To promote as required, the products and services of the association.
  9. To prepare briefs, lobby and obtain legal counsel as often as required by the board of directors, in the best interests of the association and its members.
  10. To attend all board of directors meetings and any other important meetings as called for by the president, or board of directors.
  11. As required, and under such direction as may be necessary, to represent and to give opinions on behalf of the association to outside groups or individuals.
  12. 12.    To carry out the responsibilities that accrue to any committee chairperson or position that may be assigned.
  13. To oversee the production of any association publications in order to maintain a high standard of quality.
  14. To deal with each member association and its members in a fair and reasonable manner so as to promote effective and positive communication across the country.
  15. To promote good public relations between all member associations and commodity groups.


Article 13
Meetings

Section 1

Regular meetings of the board of directors shall be called by the president twice each year and special meetings may be called by the president or by a majority of the board of directors.  Notice of any such regular or special meeting shall specify the purpose of the meeting and be forwarded by prepaid postage or confirmed e-mail to each member of the board at least ten (10) days prior to any such meeting.

Section 2

A quorum for board of directors meetings shall be a majority of directors.  Each director shall have one vote at any meeting of the board of directors and the presiding chairperson shall have a casting vote in the event of a tie.

Section 3

Minutes of the proceedings of all meetings of the board of directors shall be maintained in the minute book and recorded therein by the executive director.

Section 4

The annual general meeting of the association shall be held in conjunction with a meeting of the board of directors in each year. The representatives of the regional or provincial horticultural trades associations, the national horticultural commodity groups, and the national standing committee chairs who are directors of the association shall represent the member associations, groups, and standing committees at such meetings.

Section 5

Each regional or provincial horticultural trades association, national horticultural commodity group, and national standing committee chair shall have one vote at such annual meeting and a quorum thereat shall consist of a majority of members of the association.

Section 6

Notice of such annual meeting shall be forwarded in accordance with the provisions of this bylaw relating to directors meetings as provided in section 1, above.

Section 7

Any vote of the association or any committee may be taken by letter ballot or e-mail ballot except with respect to the following matters:

    (a) Amendments to these bylaws
    (b) Appointment of auditors
    (c) The confirmation of any financial statement or auditors report.

Section 8

At all general or special meetings of the association, the directors representing each regional or provincial horticultural trade association shall cast all votes for the regional or provincial association to be allotted on the basis of one vote for every 100 active or associate members or fraction thereof, of the regional or provincial member.

The director representing each national commodity group and national standing committee chair shall have one vote for each group. The honourary and honourary life members shall not be entitled to vote at such meetings.

Article 14
Committees

Section 1

The standing committees of the association are as listed below but are subject to additions and/or deletions as seen fit by the board of directors.

  1. Finance & budget
  2. Research
  3. Government relations
  4. Canadian horticultural council
  5. Marketing/public relations
  6. North American plant protection organization
  7. Insurance
  8. Certification
  9. Constitution and bylaws
  10. Environment
  11. Information & technology
  12. Other such committees as established by the board of directors


Section 2

The president may appoint any special committees he deems necessary to carry on the work of the corporation, and the chairperson of such committees will report to the board.

Section 3

All standing committees shall provide a written or e-mail report to the board of directors ten days prior to each board of directors meeting.

Section 4

No member of a committee shall receive remuneration for serving thereon and any member of a committee may be removed or replaced by a two-thirds majority vote of the board of directors.

Article 15
Dues and assessments

Section 1

The board of directors will assess all regional or provincial member associations on an equivalent per active and associate member basis.  Such fees to be sufficient to provide the necessary funds with which to satisfy all the budget provisions as approved by the board of directors.

Section 2

The fees shall be remitted from each region to the association in twelve monthly installments based on the actual total active and associate membership as of December 31st of the preceding year.

Section 3

Honourary and honourary life members shall not pay dues.

Article 16
Auditors

The board of directors shall appoint an auditor, being a chartered accountant in public practice, to audit or review the books and accounts of the association at the end of each fiscal year or more often should be board direct to do so.

Article 17
Fiscal year

The fiscal year of the association shall be the calendar year or any other twelve-month period designated by the board of directors.

Article 18
Dissolution

Upon dissolution of the association, and after payment of all indebtedness of the association, the funds, dues, assessments, investments, and assets of the association shall not be distributed to the members thereof at the time of dissolution but shall, by resolution of the board, be paid to one or more non profit organizations having like objects and purpose.

Article 19
Borrowing

Section 1

The board of directors may from time to time:

1.     Borrow money on the credit of the association.

2.     Issue, sell or pledge securities of the association

3.     Charge, mortgage, hypothecate, or pledge all or any of the real or personal property of the association, present and future, including book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the association.

Section 2

The word "securities" as used in this paragraph means bonds, debentures, or other like liabilities of the association whether constituting a charge on the property of the association or not.

Section 3

The board of directors may from time to time authorize any director or directors, officer or officers, employee of the association or other person or persons, whether connected with the association or not, to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof and as to the securities to be given thereof, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any money borrowed or remaining due by the association as the directors of the association may authorize and generally manage, transact and settle the borrowing of money by the association.

Section 4

The directors may from time to time authorize any director or directors, officer or officers, employee of the association or other person or persons, whether concerned with the association or not, to sign, execute and give on behalf of the association all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments and the same and all removals thereof or substitutions thereof so signed shall be binding upon the association.

Section 5

The powers hereby conferred shall be deemed for any powers to borrow money for the purpose of the association possessed by its directors or officers independently of a borrowing bylaw.

Article 20
National horticultural commodity groups and standing committees

Section 1

National horticultural commodity groups may be formed by the following horticultural professions:  garden centre operators, growers of nursery stock, landscape contractors, grounds management contractors, sod growers, tree arborists, wholesalers of ornamental horticultural products, or such other groups as may be specified by the board of directors from time to time.

Section 2

National standing committees may be established by the board of directors to establish, direct, and administer association activities or member programs.


Section 3

Each national commodity group or national standing committee shall be formed by a group of interested members from regional or provincial associations of Landscape Canada, and shall choose their own name, subject to the approval of the board of directors and operate under the umbrella of the association.

Section 4

The national commodity groups and national standing committees shall, at all times, be national in scope and comply with the constitution and bylaws of the association.

Section 5

Scope and purpose:

A.    The objects of the national commodity groups and national standing committees shall be to unite the various members from across Canada into a national group.

B.     To promote, develop, expand and improve their profession and industry with the best of its members.

C.     To disseminate pertinent information on group and industry affairs to the members by way of a national magazine or newsletter or the national commodity groups newsletter or bulletin approved by the board of directors.

D.    To promote and sponsor improvements of legislation, publicity, advertising, and public relations through printed periodical publications, social activities, and educational programs.

E.    To establish standards of services and material provided to the public by its members that are conducive to the protection of the integrity of the industry and the confidence of the public.

F.    To develop and promote member programs that provide benefits and services to the association members and generate revenue to assist in funding the activities of the association.

Section 6

Powers:

A.    The powers of the national commodity group or national standing committee shall be to carry out the purpose of the association.

B.     To direct, finance, manage, supervise and control the business, property and funds of the national commodity group or national standing committee.

C.     To operate as a separate group, but to maintain at all times, in direct communication with the president and executive director of the association, particularly with respect to legislation, trade and tariff and promotion.

Section 7

Officers and their duties:

A.    The officers of the national commodity group or national standing committee shall be a chairperson, and vice chairperson.

B.     Each officer shall be a member in good standing of a regional or provincial association.

C.     Each chairperson shall be appointed by the board of directors for a two-year term or until his successor assumes office.

D.     The vice chairperson shall be elected by the members of the commodity group.

 E.     The duties of the officers shall be as follows:
       
The chairperson shall be the chief executive officer of the national commodity group or national standing committee and shall preside over all meetings of the group. The chair shall be an ex-officio member of all standing committees and special committees and shall perform such other duties as usually pertain to the office of chairperson and shall represent the national commodity group or national standing committee on the board of directors of the association and shall have the power to bind the group on all matters regularly coming before the said board of the association.

F.     The vice chairperson, in the absence of the chairperson, shall substitute for the chairperson.  The vice chairperson shall also perform such other duties as usually pertain to that office or as may be assigned by the national commodity group or national standing committee chairperson.
   
Section 8

National standing committee or national commodity group committees:

A.     The activities of the national standing committees or commodity groups shall be governed by their terms of reference approved by the board of directors on an annual basis.

B.    The national standing committee or national commodity group chairperson with approval of the executive may appoint such committees as shall be deemed necessary for the national standing committee or national commodity group.

C.     Each committee shall consist of a chairperson and such other members as deemed necessary.

D.    Each committee shall be responsible to the national standing committee or national commodity group chairperson and shall make such report as it may require.

E.     The chairperson of each committee shall present a written report of the activities of the committee to the chairperson at the conclusion of the committee's function.
   
Section 9

Meetings of the national standing committee or national commodity group:

A.    The national committee or national commodity group shall hold a minimum of one meeting in each and every fiscal year unless specifically exempted from this provision by resolution of the board of directors of the association.

B.    Such meetings shall be held at such times and places as may be determined from time to time by the chairperson and whenever possible in conjunction with other commodity groups.

Section 10

Finance:

A.     The fiscal year of the national committee or national commodity group shall coincide with that of the association.

B.    All financial transactions shall be administered by the executive director of the association in close association with the national committee or national commodity group chairperson and all services provided by the office of the association shall be charged to the group.


C.    All monies collected by the national standing committee or national commodity group by way of fees, promotion, seminars, etc. Shall be deposited in the general account of the association; recorded separately; and used by the national committee or national commodity group or for the general uses of the association.

D.    Revenue generated by the national standing committee programs may be shared with regional and provincial associations where approved by a two-thirds majority vote of the board of directors.  These revenue sharing agreements may be revoked by a two-thirds majority vote of the board of directors.

Section 13

Obligations:

A.     To all members and to all prospective members.

B.     The national standing committee or national commodity group chairperson shall provide for the prompt review, completion and forwarding of all reports required or requested by the board of the association.

C.     If any civil or criminal action is commenced against the national standing committee or national commodity group or any of its members arising out of activities carried on in the name of or on behalf of the association, the national standing committee or national commodity group shall forthwith report such action in writing at the earliest opportunity to the president and to the executive director of the association.

D.     The national standing committee or national commodity group shall not commence by itself or by its representative any action, criminal or civil in any court.

Article 21
Amendments

Any repeal or amendments to this bylaw shall first be presented to and approved at a meeting of the board of directors by a two-thirds majority vote of the directors present at such a meeting, provided that notice of such proposed repeal or amendment shall be given to all directors by prepaid postage or confirmed e-mail at least ten days prior to such meeting.
   
Following approval by the board, such proposed repeal or amendment shall then be ratified by the boards of directors of the regional and provincial associations who are members of the association representing two-thirds of the votes applicable at the board of directors meeting at which the change or amendment was made.

As required by the Canada corporations act, no such repeal or amendment shall be enforced or acted upon until the approval of the minister of consumer and corporate affairs has been obtained.



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