• Home
• COTAPSA in Action
• Member Bulletins
• Media Stories
• Victories to Celebrate

One Strong Voice

• Who We Are
• Constitution and Governance
• Where We Advocate
• How We Take Action
• Members' Voices Heard
• COTAPSA vs TMP
• COTAPSA vs SEP
• Tell the Mayor

Resources

• Useful Links
• Where We Bank
• Group Insurance Discounts
• FAQs
• Forms & Documents

Directory

• Contact Us
• Board of Directors
• Executive Committee

Constitution and Governance

This is a consolidation of the Constitution of the City of Toronto Administrative, Professional and Supervisory Association, Incorporated

dated February 21, 1979.

As amended and adopted by the Membership at the 2000 AGM.
As amended and adopted by the Membership at the 2005 AGM.
As amended and adopted by the Membership At the 2008 AGM.

The Constitution
of the City Of Toronto Administrative,
Professional and Supervisory Association, Incorporated

1. The name of the association shall be:

"City of Toronto Administrative, Professional and Supervisory Association Incorporated" hereinafter referred to as the "Association".

2. The objectives of the Association shall be:

a) To represent the interests of the members of the Association

b) To obtain the views of the members respecting matters of concern to the members and to present such views to the administration and/or City Council

c) To promote a high standard of conduct and efficiency in the civic service and to promote continuous co-operation with City Council

d) To promote social, educational and recreational activities among its members and

e) The regulation of labour relations between non-union employees and the Corporation of the City of Toronto.

3. Membership

Membership shall be open to all employees of the Corporation of the City of Toronto who are continuously engaged as a non-union or exempt employee in an administrative, professional, management or supervisory capacity and such other employees of the said Corporation who are ineligible for membership in a trade union as defined in the Labour Relations Act, R.S.O. 1990, c. L.2, as amended or its successor statutes, except the C.A.O.; Commissioners or Department Heads; Corporate Council; and, the Director of Labour and Employee Relations.

4. Meetings

a) The 'Annual Meeting' of the Association shall be held once per fiscal year at a time and place to be decided by the Board of Directors of which the membership shall receive proper notice not less than ten (10) calendar days before the meeting.

b) A “Special Meeting’ shall be held at the call of the President and the membership must receive proper notice at least two (2) calendar days before the meeting.

c) A 'Special Meeting' shall be held at the request of at least 50% of the members of the Board of Directors or at least twenty-five (25) members in good standing, the request to be in writing to the Secretary of the Association stating the purpose of the meeting and containing the signatures of the twenty-five (25) petitioners. The 'Special Meeting' must be held not less than five (5) and not more than thirty (30) calendar days from the receipt of such notice and the membership shall receive proper notice at least two (2) days before the meeting.

d) An ‘Annual or Special Meeting’ at which amendments and alterations to the constitution, or mergers and amalgamations are to be decided, shall require not less than 14 calendar days proper notice prior to that annual meeting or special meeting called for that purpose.

e) A 'quorum' for the transaction of business at the Annual Meeting or any special meeting shall consist of at least thirty (30) members in good standing.

f) All rules and proceedings of debate not herein provided for shall be in accordance with "Bourinot's Rules of Order".

5. BOARD OF DIRECTORS

"The governing body of the City of Toronto Administrative, Professional and Supervisory Association Incorporated shall be the Board of Directors".

a) The Board of Directors shall consist of a maximum number of Twenty (20) Directors who shall each be a member of the Association in good standing and whose term of office shall commence on the 1st of the month immediately following the month in which they are elected and shall run for to (2) years except in the 2000 elections in which half of the Directors will serve for a one(1) year term. Board of Directors meetings shall be held six (6) or more times a year at a time and place to be established by the Board. A quorum shall be one half of the total numbers of directors. The agenda and all related correspondence and minutes to be dealt with at a meeting or the Board of Directors shall be distributed to each Director not less than two (2) days before said meeting.

b) Directors shall be elected at large or from and by that portion of the Membership of the Association that work within a representative staff group. The number of directors elected from each a representative staff group is based on a ratio of 1:75, one director for each seventy-five members in good standing, or as near thereto is practicable as designated by the Chief Returning Officer. In the event that a Director elected from and by the membership of one representative staff group, ceases to be an employee of that representative staff group, but remains a member of the Association in good standing, the Director shall continue to represent that representative staff group for the duration of his or her term.
The definition of a representative staff group may be revised from time to time by the Chief Returning Officer, in consultation with the Board of Directors, to reflect changes on the organizational structure of the City.
The Chief Returning Officer in consultation with the board of directors shall designate the number of Directors to be elected at large and the number of Directors to be elected from each representative staff group.

c) At the discretion of the Board of Directors, retired members may be appointed as ex-officio members, with voting privilege to represent the interests of retired persons. 

d) For the purposes of this Constitution, representative group shall be defined as those members belonging to a City of Toronto agency, board or commission.

e) The Directors of the Association may pass by-laws that are not contrary to this Constitution or any appropriate provisional legislation in order to regulate

1. i) the admission of persons and unincorporated associations as members and as ex- officio members of the Association and the qualification of and the conditions of membership
   ii) the suspension and termination of memberships by the Association and/or by the member
   iii) the transfer of memberships
   iv) the qualifications of the Directors
   v) the time for and the manner of election of directors
   vi) the appointment, remuneration functions duties and removal of agents, officers and employees of the Association
   vii) the conduct in all other particulars of the affairs of the Association
2. i) A by-law passed under subsection I and a repeal amendment or re-enactment thereof unless in the meantime confirmed at a Special Meeting of the members duly called for that purpose is effective only until the next Annual Meeting of the members unless confirmed thereat and in default of confirmation thereat ceases to have effect at and from that time and in that case no new by-law of the same or like substance has any effect until confirmed at a special meeting of the members.
   ii) The members may at the Annual Meeting mentioned in subsection i) confirm reject, amend or otherwise deal with any by-law passed by the Directors and submitted to the meeting for confirmation but no act done or right acquired under any such by-law is prejudicially affected by any such rejection, amendment or other dealing.

III. In addition to the foregoing the Directors may pass by-laws providing for
      i) the fees and dues of members
      ii) the issue of membership cards and certificates

IV. No by-law passed under subsection III is effective until it has been confirmed by at least two-thirds of the votes cast at the Annual Meeting or any special meeting of the members duly called for considering the by-law.

6. Elections

a) Directors of the Association shall be elected from and by the members of their respective department or representative group that they will represent on the Board of Directors.

b) Nominations for Director shall be forwarded to the Returning Officer.

c) Voting slips shall be completed and returned directly to the Returning Officer.

d) Elections of half of the Board shall be held annually as close to the end of the term as is practical.

7. By-Elections

In the event a vacancy occurs on the Board of Directors, at the discretion of the Board, the vacancy shall be filled by appointment by the Board, or though a by-election, within 60 days.

8. Returning Officer

a) The Board of Directors shall appoint a Returning Officer before any election of Directors. The term of office of the Returning Officer shall continue until the publication of the results of that election.

b) The Returning Officer shall designate the number and composition of Directorships and shall publish and circulate a list of such information at or before the annual meeting immediately preceding the election of directors.

c) That list shall show the number of directorships, the name of each member of the Association by department or representative group.

d) The Returning Officer shall count and tabulate the votes in the presence of the President or his/her delegate.

9. OFFICERS

1. Duties
   1. The President, 1st and 2nd Vice-Presidents
      The President shall, when present, preside at all meetings of the Association and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Association. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates. During the absence or incapacity of the President, the duties and powers of the President may be exercised by the 1st or the 2nd Vice-President . If the 1st or the 2nd Vice-President or such other director as the board may from time to time appoint for the purpose exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. The President while acting as chair of any meeting of the Association, shall only vote to break a tie vote. The President shall be an ex-officio member of all committees of the Board.
   2. The Treasurer shall
      
      1. Receive and have custody of all moneys due the Association, give proper receipts therefore and deposit such moneys in the name of the Association in any Chartered Bank in Ontario or with the approval of the Board of Directors in a deposit account with a business firm maintaining a licensed deposit account system or a municipal employees credit union.
      2. Pay all accounts duly approved by the Board of Directors, sign all cheques, promissory notes, bills of exchange and other instruments involving the liabilities of the Association.
      3. Keep books of account showing receipts and expenditures in such form as may meet with the approval of the Association's auditors.
      4. Keep a full and complete statement of the assets and liabilities of the Association.
      5. Present forthwith whenever and as often as the Board of Directors or the auditors may require, a detailed balance sheet of all moneys and financial dealings of the Association.
      6. Present a Annual Audit of the Financial Records at the Annual Meeting.
      7. Be responsible for the purchase of all material required by the Association.
      8. Upon retirement from office, deliver to his successor all books, vouchers and records together with all moneys remaining in his custody.
      9. Maintain a petty cash account not to exceed $ 200.00 or such amount as shall be specified by by-laws of the Association.
   3. Signing Officers
      In addition to the Treasurer, all disbursements, except for petty cash, shall be co-signed by either the President or the 1st or 2nd Vice-Presidents. In the event that the Treasurer is unavailable to perform his/her duties for an extended period of time and delaying outstanding disbursements would result in negative financial or legal implications for COTAPSA, the President may sign for disbursements and either the 1st Vice President or 2nd Vice President shall co-sign.
   4. Secretary
      The Secretary shall be ex-officio clerk of the Board of Directors. For all meetings of the Board of Directors, the Secretary shall be responsible for ensuring that all facts and minutes of all proceedings are recorded in the books kept for that purpose. The Secretary shall give all statutory and other such notices required to be given to members and to directors. The Secretary shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association which the Secretary shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and the Secretary shall perform such other duties as may from time to time be determined by the Board of Directors.
   5. Other Officers
      The duties of all other officers of the Association shall be such as the terms of their engagement call for and the Board of Directors require of them.
   6. The Immediate Past President
      The 'Immediate Past President' of the Association shall be an ex-officio member of the Executive Committee and Board of Directors.
2. Election of Officers
   The election of the President, the 1st and 2nd Vice-Presidents; the Treasurer and the Secretary shall be by the Board of Directors, by a simple majority vote of the Directors that election to take place at the first Board meeting following the Election.

10. Standing Committees

1. The Standing Committee Attending City/COTAPSA Meetings shall be chaired by the President or designate of the Association and shall be responsible for representing the interests of the members of the Association during any negotiations with City Council or its designate(s) for the purpose of obtaining an agreement between City Council and the Association containing provisions respecting terms or conditions of employment or the rights privileges or duties of the City the Association or the members of the Association.
2. The Standing Committee on Finance shall be chaired by the Treasurer of the Association and shall be responsible for the Association's budget, investments, dues and for arranging auditing procedures.
3. The Standing Committee on Legislation shall be responsible for any questions of a legal or regulatory nature affecting the Association such as the constitution, rules of order and any other by-laws or regulations.
4. The Standing Committee on Membership and Information shall be responsible for the collection of dues, the publication of all notices, by-laws, newsletters and other items as directed by the President for maintaining the membership rolls.
5. The Executive Committee shall be chaired by the President and consist of the Officers of the Association. The Committee shall meet monthly for the purposes of carrying out ongoing Board business; to be ratified by the Board at its next meeting. It will also be responsible for overseeing the resolution of disputes arising out of the interpretation and/or application of the terms and conditions, implied or expressed, and as outlined in the Memorandum of Understanding and/or its successor and/or terms and conditions of employment of members of the Association.
6. Standing committees will be composed of at least one (1) Director of the Association, and if possible, an Officer of the Association excepting the Chair of the City/COTAPSA, Finance, and Executive Committees, Committee Chairs shall be elected from and by the members of the Committee.
7. The members of the Standing Committees shall be determined by the Board of Directors at the first meeting of the Board of Directors following the election.”
8. All Standing Committees must present a report of activities for ratification by the Board of Directors at the request of the Board of Directors.
9. Vacancies in Standing Committees shall be filled by and at the discretion of the Board of Directors.

11. Special and Other Committees

Special and Other Committees shall be formed at the request of the Board of Directors. Special Committees shall be chaired by a Director of the Association or a Member in good standing and shall be required to report to the Board of Directors when and as requested by the Board of Directors.

12. Representatives of the Association

Persons acting as representatives of the Association shall be a Director of the Association appointed by the Board of Directors, a staff member of the Association or shall be a member in good standing of the Association duly nominated and approved by a simple majority at a meeting of the Board of Directors.

13. The Fiscal Year

The Fiscal Year of the Association shall terminate on the thirtieth (30th) day of September in each year.

14. Auditors and Accounts

The accounts of the Association shall be audited by a Licensed Ontario Auditor who is not a member of the Association and such auditor shall be elected at the Annual Meeting and the meeting shall authorize payment of his remuneration.

15. Order of Business

The President shall open all meetings of the membership at the appointed time and shall conduct the business of the day according to an agenda published not less than 24 hours prior to that meeting. The agenda shall include, but is not limited to, the following items:

1. Roll call of the Directors
2. Approval of the minutes of the previous meeting.
3. Business arising from those minutes.
4. President's report.
5. Treasurer's report.
6. Unfinished business.
7. New business.
8. Adjournment.

16. Amendments and Alterations

1. Amendments and alterations to the Constitution of the Association shall be authorized by resolution of the Board of Directors and made available to the membership not less than 14 days prior to the annual meeting or a special meeting called for that purpose. Approval of the amendment or alteration shall require a two-thirds majority of the votes cast by members present at the meeting.
2. Merger or amalgamation of the Association with another association or associations shall be authorized by resolution of the Board of Directors and made available to the membership not less than fourteen days prior to the Annual Meeting or Special Meeting called for that purpose. Approval of the merger or amalgamation shall require a two-thirds majority of the votes cast by members present at the meeting.

 

By-Law #2 Suspension and Termination of Membership - July 8, 2010

Pursuant to section 5(d) of the COTAPSA Constitution, the Board hereby enacts the following by-law:

1.  Subject to the terms herein, the Board may take action against a Member for conduct unbecoming a Member, including but not limited to suspension or termination of Membership, provided that such a decision is taken in a fair manner.

2.  Conduct unbecoming a Member will include support of a rival organization or conduct detrimental to COTAPSA.

3.  The Board may by resolution or motion declare any organization to be rival to COTAPSA and take appropriate action against any Member who supports a rival organization.

4.  A rival organization is any other organization which in the opinion of the Board is rival, competitive or hostile to COTAPSA and its objects, or which attempts to represent any Member already represented by COTAPSA or any individual who otherwise qualifies to be a Member of COTAPSA under its Constitution.

5.  Where the Board decides that an organization is a rival organization, it will notify all Members of that decision at a time and in a manner it considers appropriate.

6.  Any Member who has applied for or has been granted membership in, who has an allegiance to or promotes the objects of, or who has accepted a staff, elected, executive or representative position with a rival organization:

(a) is deemed to have a conflict of interest with the Association; and

(b) will have seven (7) calendar days following notification by the Board that an organization is rival, in which to resign membership in, resign the staff, elected, executive or representative position with, renounce allegiance to, and cease promoting the objects of the rival organization.

7.  If the Member fails to take such action considered appropriate by the Board, the Board may proceed with a meeting to determine appropriate action in accordance with section 8.

8.  Where the Board believes that the conduct of a Member may be:

(a) contrary to the stated objects of the Association,
(b) detrimental to the interests of the Association or its Membership, or
(c) conduct unbecoming a Member,

then the Board will provide to the Member written notice which reasonably outlines the Board’s concerns and includes a copy of this by-law.

9.  The Board will then convene a meeting to further review relevant information and to provide the Member with an opportunity to explain the conduct in question.

10.  If the Member fails or refuses to attend the meeting or to provide a reasonable explanation for the conduct in question, then the Board may:

(a) ask the Member to resign from the Association;
(b) censure the Member;
(c) expel the Member from the Association;
(d) terminate the Member’s Membership;
(e) suspend the Member indefinitely or for a specific period;
(f) take any of these actions individually or in combination, or
(g) take any other appropriate actions.

11.  Any actions undertaken by the Board shall require a two-thirds majority of votes cast by the Directors present at a meeting called to consider such actions.

12.  Where the Board believes that it has sufficient information to convene a meeting of the Board to reach a final decision on appropriate action against a Member, then the Board may suspend a Member summarily and on an interim basis pending any further required investigation or pending the meeting at which the Board will determine what final action to take.

13.  Any Member who is suspended on an interim basis is deemed not to be in good standing and shall not be allowed to attend Membership meetings or pursue any other rights as a Member; and is not entitled to any representation or assistance by or at the expense of COTAPSA.

14.  This by-law shall be confirmed at the next annual meeting of Members.

15.  No act done or right acquired under this by-law is prejudicially affected by the rejection, amendment or other dealing of this by-law by Members at the next annual meeting.

By-Law #3 - Members Attending Meetings via Telephonic or Electronic Means - November 25, 2010

Whereas COTAPSA is a Member driven organization;

And whereas COTAPSA wishes to encourage as much participation from Members as possible;

The COTAPSA Board now passes the following By-Law #3:

1.  Any Member entitled to attend a meeting of the Members may participate in the meeting by telphonic or electronic means that permits all participates to communicate adequately with each other during the meeting if the Association makes such means available. A Member so participating in a meeting is deemed to be present at the meeting.

2.  If the Directors or Members call a meeting, the Directors or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permits all Members to communicate adequately with each other during the meeting if the Association makes such means available.

3.  The By-Law is effective immediately and will also be put to a vote of Members at the next AGM or any Special Meeting called to address this By-Law.