Mission:
To protect, promote and advocate for sustainable improvements in water quality and healthy watersheds.
Vision:
Healthy, dynamic and sustainable watersheds within the City of Greater Sudbury.
Values:
Working collaboratively in truth, sensibility and wisdom.
Constitution:
Greater Sudbury Watershed Alliance (GSWA)
Constitution and By-Laws 2012-05-28 UPDATED: March 20, 2017, March 25, 2019 and March 26th 2024
Constitution:
Greater Sudbury Watershed Alliance Constitution
Article 1: Name and Organization
1.1 This organization shall be known as the Greater Sudbury Watershed Alliance (GSWA).
1.2 The GSWA shall be incorporated within Ontario as a not-for-profit organization.
1.3 The GSWA shall be a not-for-profit organization and shall maintain itself as non-partisan and nonsectarian.
1.4 The GSWA head office will always be located in The City of Greater Sudbury, Ontario.
1.5 We acknowledge that we live within the Robinson-Huron Treaty traditional territory and we honour
and respect the rights of the Anishinaabe peoples to their inherent relationships with their lands
and waters.
Article 2: Vision
2.1 “Healthy, dynamic and sustainable watersheds within the City of Greater Sudbury”
Article 3: Mission
3.1 “To protect, promote and advocate for sustainable improvements in water quality and healthy
watersheds”
Article 4: Values
4.1 “Working collaboratively in truth, sensibility and wisdom”
Article 5: Objects
Through education, advocacy, and action, we will improve lake, river, creek and wetland water quality.
5.1 Speak as one unified voice.
5.2 Strive to consider and support the goals and challenges of the membership.
5.3 Influence best practices for planning and development of a healthy and sustainable watershed that
meets the needs of the community, such as but not limited to:
a. Watershed capacity and shoreline development
b. Waste Water Treatment Facilities
c. Septic System maintenance and inspection
d. Mining emissions and effluent
e. Storm water management and
f. Forestry practices.
5.4 Build community and individual stewardship.
5.5 Build collaborative partnerships with local businesses, organizations, associations and municipal
and provincial governments.
5.6 Promote through educational forums, public events and media.
Article 6: Code of Operation
6.1 The GSWA will demonstrate ethics and values that are consistent with professional conduct and
that follow the GSWA Conflict of Interest Guidelines, Addendum A.
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6.2 The GSWA will be constructive, transparent and respectful.
6.3 The GSWA will communicate in a clear, accurate, truthful, direct, considerate and compassionate
manner.
6.4 Individuals may not speak on behalf of the GSWA without permission granted by the Chair.
6.5 Members may not distribute internal GSWA documents unless authorized by the Chair.
Article 7: Changes in Constitution
7.1 Any proposed alterations or additions to this Constitution shall be made as prescribed in the ByLaws of the GSWA.
By-Laws
Article 1: Interpretation
In these by-laws, unless the context requires otherwise, the following interpretations are made:
a. GSWA means Greater Sudbury Watershed Alliance,
b. Words importing the singular include the plural and vice versa, and
c. Words such as “he”, “her”, “chairman” etc. used herein are to be regarded without significance to
gender.
Article 2: Board of Directors
2.1 Numbers: The GSWA will have a Board of Directors consisting of up to 13 people who may
exercise all powers and do all acts and things as may be exercised except as may be otherwise
prohibited by the by-laws, resolution or statute. The Board of Directors must consist of greater than
fifty percent (50%) of stewardship group members.
2.2 Qualification: Directors will be a minimum of eighteen (18) years of age and be members in good
standing in GSWA. They must also have regular access to a computer, email and the Internet.
2.3 Elections and Term of Office:
a. The applicants for incorporation shall be the first Directors of the GSWA until their
successors are elected or appointed.
b. Directors are elected by the members at the Annual General Meeting by a show of hands
unless a poll is demanded, and if a poll is demanded, such election will be by ballot.
c. In the event of a vacancy on the Board of Directors, such vacancy may, provided there is
quorum, be filled by the Directors from among the members if they so choose, otherwise
such vacancy may be filled at the next general meeting of members; and any Directors
appointed or elected to fill any such vacancy shall hold office for the unexpired term of the
Director who caused the vacancy.
d. A person ceases to be Director if she or he becomes bankrupt, is found by a court to be
mentally incompetent, resigns in writing or ceases to be member in good standing.
e. The membership may, by resolution passed by at least two thirds (2/3) of the votes cast at
a general meeting duly called in this regard, remove any Director before the expiration of
his or her term and may, by majority of the votes cast at such meeting, elect any members
in his or her stead for the remainder of the term.
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f. The initial term of office for members of the Board of Directors shall be for a term of three
years. Subsequent to the initial term of three years all terms of office will be for a term of
two years.
2.4. Remuneration: The Directors will serve as such without remuneration and no Director will receive
any profits from his or her position. A Director may be paid reasonable expenses incurred by him or
her in the performance of his or her duties.
2.5. Meetings of Directors:
a. The meetings of the Board may be held at an agreed upon location to be determined by
the Chair, and may be convened by the Chair or two Directors at any time.
b. Each Director must be given reasonable prior notice of meeting of regular and special
Board of Directors meetings; provided that meeting of the Directors may be held at any
time without formal notice if all the Directors are present or have given their assent in
writing for the meeting to being held in their absence.
c. A quorum at any meeting shall be the majority of the total Directors.
d. Questions arising at any meeting shall be decided by a simple majority of votes.
2.6 Advisors: The Directors may from time to time appoint members to be Advisors to assist in
conducting the affairs of the GSWA. The advisors will generally serve for a limited time, will be
permitted to attend all Directors meetings but will have no power to vote.
Article 3: Officers
3.1 The Executive will consist of the Chair, Vice-Chair, Secretary, and Treasurer, who would be
elected from the Board of Directors. A minimum of two (2) officers must also be stewardship group
members.
3.2 Chair:
a. The Chair may act as spokesperson and liaison with media, government and other
organizations. The Chair may appoint one or more spokespersons at his or her discretion.
b. The Chair shall sign such contracts, documents or instruments in writing as require his or
her signature. The Chair shall be the Chief Administrative Officer of the GSWA and shall be
responsible to the Board of Directors for the coordination of all affairs of the organization. In
all matters affecting the GSWA, the Chair shall be deemed to be an agent of the
organization acting under the authority and at the express direction of the Board of
Directors, or any committee thereof, as the case may be.
c. In addition to any other authority of duties conferred by direction of the Board of Directors,
the Chair shall exercise general and active supervision over:
i. The selection, employment, supervision and discharge of all employees, subject to
ratification of same by the Board of Directors.
ii. The preparation and submission of such reports and statements as the Board of
Directors may from time to time direct to be prepared and submitted to the Board, to
any Director or officer of the GSWA or to any meeting of the members of GSWA.
iii. The preparation of the annual budget for the GSWA showing expected revenues
and expenditures; and
iv. The execution of such contract, documents or instruments in writing and shall have
such other powers and duties as may be assigned by the Board of Directors.
3.3 Vice-Chair:
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The Vice-Chair shall be vested with all the powers and shall perform all duties of the Chair
in the Chairs absence or by delegation. The Vice-Chair shall sign such contracts,
documents or instruments in writing as require his, her or their signature(s) and shall have
such other powers and duties as may from time to time be assigned to him, her or them by
the Board of Directors.
3.4 Secretary:
The Secretary shall act as recording Secretary at all meetings of Directors and members
and shall have charge of the minute books or electronic storage of such, documents and
registers of the GSWA. The Secretary shall sign such contracts, documents or instruments I
in writing as require his or her signature and shall have such other powers and duties as
may from time to time be assigned to him or her by the Board of Directors or as are incident
to his or her office. The Secretary shall have a sound understanding of the GSWA
Constitution and By-Laws and shall refer to them where appropriate.
3.5 Treasurer:
Subject to the provisions of any resolution of the Board of Directors, the Treasurer shall
have the care and custody of all the funds and securities of the GSWA and shall deposit the
same in the name of the GSWA in such bank or banks or with such depositary or
depositaries as the Board of Directors may direct. The Treasurer shall sign such contracts,
documents or instruments in writing as require his or her signature and shall have such
other powers and duties as may from time to time be assigned to him or her by the Board of
Directors or as are incident to his or her office. The Treasurer may require to give such
bond for the faithful performance of his or her duties as the Board of Directors in their
uncontrolled discretion may require, but no Director shall be liable for failure to require any
bond or for the insufficiency of any bond or for any loss by reason of failure of the GSWA to
receive any indemnity thereby provided.
3.6 Past Chair:
Shall serve as an advisor to the Chair and Executive Committee should the past Chair’s term as a
Director expire, they may continue to serve as a voting member of the Executive Committee and
Board of Directors, subject to approval of the Board of Directors.
3.7 Losses:
The GSWA will pay the cost to defend its Directors and Members and indemnifies the
Directors and Members from any and all losses resulting from their activities on behalf of
the GSWA.
3.7 Committees:
The Board of Directors of GSWA shall from time to time appoint Committees or
Sub-committees to carry out duties as specified by the Directors.
a. Committees and Sub-committees can be temporary or permanent.
b. The purpose of a committee must be in accordance with the Constitution.
c. Each Committee shall have at least a Chair and if possible a Co-Chair.
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d. Each Chair shall direct the activities of that Committee and shall submit these
activities to the Directors for approval.
e. A reporting procedure will be established suitable to the task.
f. Each committee Chair will communicate on a regular basis with the Board of
Directors or Chair of GSWA.
Article 4: Meetings of Members
4.1 The GSWA will hold one Annual General Meeting (AGM) in March of each calendar year, at a
place and at a specific date and time as determined by the Board of Directors.
4.2 All members are entitled and encouraged to attend these meetings.
4.3 The Agenda of the AGM shall contain:
a. A review of the activities of the GSWA of the previous year.
b. A projection of the activities of the GSWA for the coming year.
c. Financial results of the previous year and a budget for the coming year.
d. An update on the GSWA including active Directors and Committee chairs.
e. Election of Officers.
4.4 General Meetings of the membership will be held a minimum of two times each year.
4.5 Other General Meetings and Meetings of the Board of Directors may be called at the discretion of
the Chair or any two members of the Board of Directors.
4.6 Public Meetings: The GSWA will hold public meetings as required and at locations determined by
the Board of Directors. The purpose of these meetings shall be to advance the Mission, Goals and
Objectives of the GSWA.
4.7 Notice; The GSWA shall communicate to its members using modern methods of mass
communications.
4.8 Voting: Every question submitted to any meeting of the members shall be decided by a simple
majority of votes by two voting delegates from each member Stewardship group, given on a
show of hands unless otherwise specifically provided by statute or by these by-laws. In case of an
equality of votes, the Chair of the meeting shall, both on a show of hands and on a poll have a
second or casting vote. Each voting delegate shall be entitled to one vote if present at a meeting or
by proxy.
4.9 Quorum: a quorum for the transaction of business at any meeting of members shall consist of a
majority of all GSWA member stewardship groups.
Article 5: Membership
5.1 Applicable membership fees shall be set at a rate determined by the Board of Directors and
reassessed from time to time.
5.2 There shall be two classes of membership in GSWA. Stewardship group members and general
members. The following are the classes of membership:
Stewardship Group Membership
Stewardship Group Members shall be persons who are members in good standing of local
water stewardship organizations, including First Nations Communities and groups that take
care of a waterbody or watershed, that have paid the annual fee, if any, as determined from
time to time by the Board of Directors and have agreed to uphold the GSWA Constitution and
the GSWA Conflict of Interest Guidelines.
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The term of Membership of a Stewardship Group Member shall be one year, subject to
renewal in accordance with the policies of GSWA.
i Stewardship Group Membership is restricted to one membership fee per stewardship
organization.
ii Each group with a Stewardship Group Membership is entitled to two (2) votes per member in
good standing.
General Membership
General Members shall be a person, group, or organization not applicable for Stewardship Group
Membership that has paid the annual fee, if any, as determined from time to time by the Board of
Directors and have agreed to uphold the GSWA Constitution.
iii The term of Membership of a General Member shall be one year, subject to renewal in
accordance with the policies of GSWA.
iv General Members are non-voting members, with an exception to those that are part of the
GSWA Board of Directors and in good standing who shall be entitled to one (1) vote per
member at all General meetings of GSWA (Addendum A).
5.3 Nobody shall act for the GSWA, represent the GSWA or make statements or publications using the
name of the GSWA with having obtained prior approval from the Chair.
5.4 By way of a Directors’ resolution and a vote of two-thirds majority, membership may be terminated
where it can be shown that a member has:
a. Missed two consecutive meetings without explanation or demonstrated neglect of or
a lack of interest in GSWA matters;
b. Is disruptive or an impediment to GSWA proceedings;
c. Undermines, interferes or has a conflict of interest with GSWA objectives; or
d. Is philosophically at odds with the GSWA’s stated Vision and Mission.
5.5 Any member of GSWA in good standing, can be nominated for a seat on the GSWA Board of
Directors.
5.6 The membership year for GSWA shall be fixed from time to time by resolution.
5.7 GSWA shall respect the privacy of all its members and shall not release the names and addresses
of its members to any person or organization unless they have specific permission to do so, or as
required by law.
5.8 Any member may resign at any time by written notice to the Board of Directors.
Article 6: Financial
6.1 The Board of Directors may by resolution set the financial year-end of the GSWA and may from
time to time by resolution change the financial year end of the GSWA.
6.2 The GSWA will be carried on without the purpose of gain for its members and any profits or other
accretions to the GSWA will be used in promoting its objects.
6.3 Upon dissolution of the GSWA and after paying all debts and liabilities, its remaining property shall
be distributed or disposed of to a charitable organization which carries on its work solely in the
promotion of environmental issues anywhere in Canada.
Article 7: Amendments to By-Laws
7.1 Amendments to the Constitution and By-Laws may be made by a vote at any General
Meeting of the membership or AGM of the GSWA, provided that notice of the proposed
amendment has been submitted in writing or electronically to the Board of Directors and the
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general membership at least 30 days before such meeting. The Board of Directors shall include
such notice of amendment in the notice calling the meeting.
7.2 A vote signifying a two-thirds majority of all votes cast shall be necessary for the adoption of any
amendment.
7.3 Upon approval of the revisions to the Constitution and By-Laws, each Director shall sign in the
appropriate space on the revised document and initial each page of the document.
7.4 Should any article contained herein be found to be in conflict with any existing provincial or federal
legislation governing the existence and operation of a not-for-profit organization, then that
applicable section of this Constitution shall be amended to conform to such laws without affecting
the remaining parts.
This Constitution and By-Laws are hereby approved by the Board of Directors and the General
Membership of the Greater Sudbury Watershed Alliance. This approval is evidenced by the respective
signatures of the Chair and Secretary on the 28th day of May 2012; amended on the 25th day of May 2015;
amended on the 25th day of March 2019; and amended on the 25
th day of March 2024 by vote of its
member voting delegates.
Richard Witham, Chair David Young, Treasurer
_______________________ _______________________