ONTARIO MARINE OPERATORS ASSOCIATION ("OMOA")
Boating Ontario Dealer Committee
TERMS OF REFERENCE
In these Terms of Reference, words importing the singular include the plural and vice versa and words importing a male person include a female person and a corporation, unless the context otherwise requires.
ARTICLE I: NAME
This committee shall be legally recognized as the ONTARIO YACHT BROKERS & DEALERS ASSOCIATION (a committee of the Ontario Marine Operators Association) (herein the" OYBDA") and will be publicly referred to as the BOATING ONTARIO DEALER ASSOCIATION.
ARTICLE II: OBJECTIVES
The objectives of the Association are:
- to unite those engaged in the yacht brokerage and recreational boating marine dealer business in Ontario for the purpose of promoting cooperation and professionalism among its members;
- to create, promote, and maintain a high standard of conduct in the transacting of the yacht brokerage and dealer business;
- to instill into the boating public a greater confidence in yacht brokers and marine dealers;
- to provide a forum to address current issues (whether governmental; commercial) as they arise and pertain to the yacht brokerage business;
- and to provide a forum for the boat buying/selling public to find a resolution with regard to issues concerning yacht brokers and dealers.
ARTICLE III: AUTHORITY
- The BOATING ONTARIO DEALER ASSOCIATION is a standing committee of the OMOA and authorized by the OMOA to engage in any activity within its Terms of Reference.
ARTICLE IV: MEMBERSHIP
- The initial membership of the Committee shall consist of those members of the OMOA who are appointed by the OMOA Board of Directors.
- The Chair of the Board of Governors of the Boating Ontario Dealers shall be appointed by the members of the Boating Ontario Dealer ASSOCIATION.
- Following the initial appointment of the BOATING ONTARIO DEALER ASSOCIATION, members shall be admitted through an application process established hereto.
- Candidates shall be eligible for membership herein any proprietorship/corporation legitimately engaged and established in the full-time practice of selling yachts on a brokerage basis and selling boats as a marine dealer so long as the candidate has been in business continuously for one (1) year. The definition of "full-time practice" shall include those yacht brokerage businesses accessible by the public on a regular daily basis and who can accommodate the public's needs in broker transactions. Membership in the BOATING ONTARIO DEALER ASSOCIATION shall hold a Canadian and/or Provincial License as required by law and be a member of the OMOA.
- Application shall be made in writing stating the address of the applicant and endorsed by a BOATING ONTARIO DEALER member in good standing. Said application shall contain a pledge of the applicant to abide by the BOATING ONTARIO DEALER ASSOCIATION Code of Ethics and these Terms of Reference and any amendments thereto. Applications shall be approved by the Governance Committee of the BOATING ONTARIO DEALER ASSOCIATION.
- The current annual dues for membership in the BOATING ONTARIO DEALER ASSOCIATION shall be established by fees set out by the OMOA. The BOATING ONTARIO DEALER ASSOCIATION Governance Committee may levy such additional assessments as they may from time to time deem necessary, not in excess of the amount of the annual dues in any one year. Before doing so, they must bring this levy to the membership for two-thirds (2/3) majority approval.
- Membership in the BOATING ONTARIO DEALER ASSOCIATION shall not be transferable and a membership is not in good standing or ceases:
- by delivering a resignation in writing to the address of the BOATING ONTARIO DEALER ASSOCIATION or OMOA;
- on the dissolution of a proprietorship or corporation;
- on the suspension or expulsion by the Governance Committee or the BOATING ONTARIO DEALER membership; or
- on a member's dues and/or assessments as may be levied not being paid within sixty (60) days of billing.
- A member may be suspended from the BOATING ONTARIO DEALER ASSOCIATION, after having been given the opportunity for a hearing, upon the affirmative vote of a majority of the Governance Committee. It shall be sufficient if the aforesaid requisite members of the Governance Committee or members of the BOATING ONTARIO DEALER ASSOCIATION deem the suspension or expulsion to be for the best interest of the BOATING ONTARIO DEALER ASSOCIATION.
ARTICLE V: OFFICERS, GOVERNANCE COMMITTEE
- The Officers of the BOATING ONTARIO DEALER ASSOCIATION shall include a Chair, a Vice-Chair, and a Secretary.
- The affairs of the BOATING ONTARIO DEALER ASSOCIATION shall be managed by a Governance Committee, six (6) Governors in number, to include the Chair, the Vice-Chair, the Secretary, the immediate Past Chair and two (2) others to be elected from the BOATING ONTARIO DEALER membership.
- Each member of the Governance Committee shall have one (1) vote.
- At all meetings of the Governance Committee, four (4) members shall constitute a quorum.
- Unless specifically established otherwise in these Terms of Reference, decisions of the Governance Committee require a simple majority. In the case of a tie, the Chair may cast a second deciding vote.
- The Governance Committee shall meet at least semi-annually and at other such times as the Chair may call a meeting when requested to do so by a majority of the Governors or membership.
- A Governance Committee shall be elected at the Annual Meeting of the BOATING ONTARIO DEALER ASSOCIATION. The Governance Committee shall elect the Chair and Vice-Chair. All members of the Governance Committee will be elected for a two (2) year term. Any member may serve on the Governance Committee for two (2) consecutive two (2) year terms.
- The members may, by Special Resolution, remove any member of the Governance Committee before the expiration of his term of office, and may elect a successor to complete the term of office.
- The Governors may exercise all the powers and do all the acts and things that the BOATING ONTARIO DEALER ASSOCIATION may exercise and do, and which are not by these Terms of Reference or by statue or otherwise lawfully directed or required to be exercised or done by the members in general meeting but subject to: 1) all laws affecting the BOATING ONTARIO DEALER ASSOCIATION and OMOA, 2) these Terms of Reference and 3) rules made by the members in general meeting.
- The Chair shall preside at all meetings of the Association and of the Governors.
- The Vice-Chair shall carry out the duties of the Chair during his absence. In addition: the Vice Chair shall have custody of all records and documents of the BOATING ONTARIO DEALER ASSOCIATION.
- The Secretary shall
- keep minutes of all meetings of the Association and Governors; and
- maintain the registry of members.
ARTICLE VI: MEETINGS
- The annual meeting of the BOATING ONTARIO DEALER ASSOCIATION will be held at a time and place selected by the Governance Committee. Notice of said meeting stating the time and place thereof shall be given by mail at least ten (10) days prior to the meeting to each member at the address last furnished by him to the BOATING ONTARIO DEALERS.
- Ten percent (10%) of the members of the BOATING ONTARIO DEALER ASSOCIATION shall constitute a quorum but never less than four (4) persons.
- The BOATING ONTARIO DEALERS shall report to the OMOA Board of Directors at the next OMOA Board of Directors meeting following every meeting of the BOATING ONTARIO DEALER ASSOCIATION or at such times as the OMOA Board of Directors may direct.
- "Robert's Rules of Order" shall be the manual of procedures at all meetings of the members and the Governance Committee.
- Voting shall be by members present at the meeting. Invited guests, who may include members of the OMOA Board of Directors or staff and other OMOA members, will not have voting privileges. Proxies are not permitted.
- Unless specifically established otherwise in these Terms of Reference, decisions required by the membership may be passed by a simple majority.
- The Governance Committee may call an extraordinary meeting of members within ten days when requested in writing to do so by ten percent (10%) or more members of the BOATING ONTARIO DEALER ASSOCIATION.
- Complaint/Dispute Resolution Process: When a complaint is registered with the BOATING ONTARIO DEALER ASSOCIATION or with the OMOA with respect to the BOATING ONTARIO DEALERS ASSOCIATION, the following procedure should be adhered to:
- Any complaint or issue in dispute may only be brought to the attention of the ethics committee of the BOATING ONTARIO DEALER ASSOCIATION or to the Executive Director of the OMOA in writing.
- Full details must be supplied containing names, addresses and phone numbers of all parties involved with the complaint or dispute. All documents pertaining to the dispute must also be submitted.
- Alleged offending parties, and those connected to the complaint, will be advised of the nature of the complaint in a timely manner.
- When responses have been received from all parties, the matter will be brought before a sub-committee at a meeting convened by the Ethics Sub-Committee Chairperson.
- In the event that the offending party does not respond, the sub-committee acknowledges that all parties may not be represented equally, and that other means of recourse may have to be exploited.
- The sub-committee's mandate will be to propose an action or series of actions that could, without recourse to law, bring about a fair resolution. This resolution would be based upon BOATING ONTARIO DEALER practices and procedures as mentioned above, and established ethics and rules of conduct as outlined in the BOATING ONTARIO DEALER ASSOCIATION Terms of Reference.
ARTICLE VII: SUB-COMMITTEES
There shall be the following permanent Sub-Committees: the Ethics Sub-Committee and the Nominating Sub-Committee. From time to time the Governance Committee may deem it necessary to establish additional sub-committees for specific purposes. Sub-Committees shall report, as needed, to the Governance Committee. Membership of Sub-Committees shall be by appointment by the Governance Committee.
- Ethics Sub-Committee - The Ethics Sub-Committee shall consist of at least five (5) members. The composition of the sub-committee shall be as follows: The Sub-Committee Chair which will be the Executive Director of the OMOA; one (1) member of the Governance Committee; one (1) member of the BOATING ONTARIO DEALER ASSOCIATION at large; and two (2) members of the OMOA who are not also members of the BOATING ONTARIO DEALER ASSOCIATION. The mandate of the ethics sub-committee is:
- To hear disputes from members and the public, informally, in order to arrive at an equitable solution for all concerned. The BOATING ONTARIO DEALER ASSOCIATION are not able to enforce a solution but can only make recommendations based upon the established good practices utilizing BOATING ONTARIO DEALER ASSOCIATION common documents and procedures. In the event that the issue is receiving legal consideration, the BOATING ONTARIO DEALER ASSOCIATION can only monitor the situation and maintain a position of observer;
- to develop a BOATING ONTARIO DEALER ASSOCIATION Code of Ethics applicable to the membership and to continually review the Code of Ethics and recommend appropriate changes to the Governance Committee;
- to consider other such matters as bear on the ethics of the yacht brokerage profession, including review of complaints against brokers generally.
- Nominating Sub-Committee - The Nominating Sub-Committee shall consist of three (3) members, not more than one (1) of whom shall be a member of the Governance Committee. Committee Chairs should make every effort to recruit more members from the BOATING ONTARIO DEALER ASSOCIATION to sit on their committees. If, after considerable effort, the positions are still unfilled, additional board members may be appointed. The mandate of the nominating committee is:
- a) not more than one (1) month prior to the annual meeting of each year, the committee shall report to the Chair the names of members to be nominated for office at the forthcoming annual meeting and the offices for which they are to be nominated. The Chair shall cause the names of those nominated to be mailed to the entire membership at least fifteen days prior to the annual meeting;
- no member whose name shall not have been reported as a candidate by the Nominating Committee shall be eligible for the election unless notice of intention to nominate that member at the annual meeting, stating the office for which the member is to be nominated and signed by not less than five (5) members entitled to vote shall be given to the Vice-Chair at least fifteen (15) days prior to the annual meeting; and
- nominations for officers for the current year may be made at the discretion of the Governance Committee, with general elections of new members to the Governance Committee carried by a majority vote of members in good standing.
ARTICLE VIII: RECORDS
- The books and records of the BOATING ONTARIO DEALER ASSOCIATION shall be in the custody of the Vice-Chair and shall be kept at the registered office of the OMOA or at such place designated by the Governance Committee.
- The books and records of the BOATING ONTARIO DEALER ASSOCIATION may be inspected by any member at reasonable times on reasonable notice.
ARTICLE IX: AMENDMENTS
- These Terms of Reference may be amended at any regular or special meeting of the BOATING ONTARIO DEALER ASSOCIATION by two-thirds (2/3) vote of those present, provided such amendment does not conflict with any provision of the Terms of Reference and provided also that the subject to the amendment has been contained in the notice of the meeting, which notice shall be mailed to every member of the BOATING ONTARIO DEALER ASSOCIATION at least fourteen (14) days prior to the meeting. These Terms of Reference may also be amended by polling the total membership by ballot and would require a two-thirds (2/3) vote of those ballots returned within a given time period.
- Amendments made by the BOATING ONTARIO DEALER ASSOCIATION are presented for consideration and ratification at the next OMOA Board of Directors meeting following the amendment by the BOATING ONTARIO DEALER ASSOCIATION and will come into affect the day following the approval of the OMOA Board of Directors.
ARTICLE X: CERTIFICATION
- Each BOATING ONTARIO DEALER member in good standing shall have at least one (1) individual from that member firm to complete the minimum certification requirements of the BOATING ONTARIO DEALER ASSOCIATION within two (2) years of becoming an BOATING ONTARIO DEALER member.