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Statement of Conduct, Principles and Ethics
This statement outlines the most important principles of ethical and professional conduct. Members are encouraged and expected to observe these principles in spirit as well as letter.

General Principles:
  • To serve clients with integrity, knowledge and creative ability
  • To act fairly, honestly and in a manner they would be prepared to defend publicly
  • To maintain confidence and trust in the profession of horticulture. To protect, at all times, the integrity of the profession, the interests of the client and the general public.
  • To continually improve their own professional knowledge and skill and keep abreast of new developments in their industry.
  • To encourage and support education and research within the horticultural field.
  • To provide other members with helpful, constructive and professional advice, coaching and mentorship when necessary in order to improve the professional reputation and image of the industry
  • To consistently maintain the confidence and trust in the profession.

Operating Principles:
  • Members have an obligation to deliver goods and services in an efficient and cost-effective manner, (according to contract specifications) in order to protect the client's interest while maintaining acceptable standards.
  • Members advertising shall be neither false nor in any way misleading.
  • Members shall respect and improve the environment
  • Members shall treat employees fairly, honestly and lawfully
  • Members shall not make false or malicious statements that may injure the professional reputation of other members
  • Members shall endeavour to attract to the profession, individuals with a high degree of honesty, courtesy, integrity and competence
  • Members shall meet their obligations and responsibilities to clients, suppliers and employees

BY-LAW No.1
These Bylaws govern the affairs of Horticultural Trades Association Inc. (hereinafter called the "corporation"). The corporation conducts business as Landscape Ontario.

ARTICLE I- GENERAL

Section 1
Head Office The home office of the Corporation shall be in the Regional Municipality of Halton. The Board of Directors may change the home office location by resolution.

Section 2
Seal The seal shall be the seal of the Corporation as retained by legal council and at head office.

Section 3
Name The Corporation shall carry on business under the name: LANDSCAPE ONTARIO.

ARTICLE II- SCOPE AND PURPOSE
The objects of the Corporation shall be:

To unite, integrate and consolidate the various horticultural trade associations of the Province of Ontario, into one community for mutual benefit and improvement.

To establish and provide for the united organization, a professional, full-time and permanent staff and office to manage the affairs of the members in accordance with the policies and procedures enacted by the Board of Directors of Landscape Ontario and to provide the membership with collective services.

To promote, develop, expand and improve the industry in accordance with the best interest of its members.
 To establish industry guidelines for services and materials purveyed to the public by its members, in order to protect the integrity of the industry and to promote public confidence.

To promote solidarity and cohesion in the industry and to assume a position of leadership in the community.

To promote and advocate for the improvement of legislation that benefits the industry and public.

To promote the industry to the public through communications, advertising and public relations activities.

To facilitate and improve industry professional development through the production of periodicals, emails, magazines and through the organization of social/networking activities and education programs

To disseminate pertinent information of the Corporation and industry affairs to the members by way of magazine/newsletter, internet and other distribution methods.

To promote and achieve an improved overall professional status for the industry and for its members
To take responsibility for the collective promotion of the horticulture industry.

ARTICLE III- MEMBERSHIP

Section 1
Interpretation Membership shall be considered from:
  • Individuals over the age of 18 years. Firms and corporations engaged in the design, installation and maintenance of landscapes, gardens and green-spac
  • Firms that grow and supply plant material
  • Firms that provide garden related services and/or manufacture and/or supply garden related products.
  • Specialists and consultants engaged in some aspect of horticultural work that contributes to or derives remuneration from the horticultural industry

Section 2
Term The term of a membership in the Corporation shall be from September 1 to August 31, or as may be determined from time to time by the Provincial Board of Directors.

Section 3
Admission Applicants of all membership classes shall be admitted by resolution of the Provincial Board of Directors after meeting all qualification requirements.

Section 4
Suspension of Termination The Provincial Board of Directors may suspend or terminate a membership in the Corporation on the following grounds:
  • A breach of, or non-compliance with the by-laws, code of conduct, code of ethics, rules or practices adopted by the corporation.
  • Any act or conduct committed by a Member, which is contrary to the interests of the Corporation.
Notice - the Provincial Board of Directors shall not vote for the suspension or termination of any membership until due notice and an opportunity for a hearing is given.

Section 5
Assignment
A Membership in the Corporation may not be assigned or transferred without prior notice given to the Provincial Board of Directors, and that the Provincial Board of Directors approves the continuation of that Membership on the same or revised basis.

Section 6
Membership Classes The Membership shall be divided into seven classes: Active, Interim-Active, Associate, Chapter Associate, Honorary Life, Honorary, and Horticultural.

1. Active Members are businesses that have been actively engaged in the horticultural industry in the Province of Ontario for at least three years, and that have established a reputation for high integrity in business practices. Actively engaged in the horticulture industry means carrying on business primarily as a grower, landscape contractor, irrigation contractor, landscape designer, landscape maintenance (including tree service), lawn-care company, garden centre or any combination of the foregoing. Applicants for Active membership must be able to demonstrate accreditation according to the accreditation criteria. In those instances where there is question as to eligibility for membership, proof of assessment by the Workplace and Safety Insurance Board (WSIB) in the appropriate WSIB category shall be taken as Prima Facia proof of eligibility to apply in this membership category after three years in business.

Any Active Member may:
  • Attend and take part in discussions at general meetings.
  • Vote on any matter and be appointed to any office in the Corporation.
  • Be appointed to and chair committees. • Receive all services and publications that the Corporation may issue.
  • Resign from the Corporation in good standing upon payment of current dues and all arrears.

2. Interim-Active Members are those businesses that otherwise qualify for application in the Active Members category with the exception that they have not yet completed three years in business. All applicants for Interim-Active Membership must, have completed 12 months in business at the time of their membership approval. Interim-Active Members shall have all privileges and obligations of Active Members with the exception that they shall not be permitted to be elected as an officer on a Chapter Board of Directors or to any position on the Provincial Board of Directors. Member companies that have changed ownership shall not be classified as Interim-Active Member unless the company in question was an Interim-Active Member at the time of the changeover. Individuals who have been actively involved in a business for a minimum of one year, which have been or would have qualified as Active Member and who subsequently commences business operations separate from that business may immediately apply for membership for the new business in the Interim-Active category. Any new firms or corporations whose principal shareholders have been actively engaged in the horticultural business for over three years under any other name must apply for Active membership. Interim-Active Members shall not use the logo.

3. Associate Members are suppliers to the industry and the Corporation. This may include but shall not be limited to manufacturers and distributors of horticultural products, printers, publishers of trade papers, manufacturers of agricultural implements and mechanical equipment, landscape lighting, snow ploughing, excavating, and paving companies that do not install green plants and who do not carry on business in any other category that would qualify them for membership as an Active Member. Privileges and obligations of the Associate Member shall include: • Attendance and taking part in discussion at the general meetings.

  • Appointments to and Chairpersonship of committees.
  • Receipt of all publications issued by the Corporation.
  • Voting on all motions presented at the Chapter meetings and Industry Sector Group meetings only.
  • Serving as a Director on Chapter Board of Directors, or as an Officer on Industry Sector Group Board of Directors, only to a maximum of 20 per cent of the number of Directors.
  • Resignation from membership in the Corporation in good standing upon payment of current dues and all arrears.
  • They are entitled to all discounts, including magazine advertising and Congress exhibitor discount.

4. Chapter Associate Members are those businesses that otherwise qualify for membership in the Associate Member category with the exception that they are carrying on business in only one Chapter area. The privileges and obligations of the Chapter Associate Member are exactly those of the Associate Member with the exception that they are not entitled to magazine or Congress exhibitor discounts. The Board of Directors of the Corporation will decide on admittance of the company into the Corporation.

5. Honorary Life Members are distinguished individuals of outstanding accomplishment or contribution to the Horticultural Industry or the Corporation. Honorary Life Members may be nominated by any five Active Members of the Corporation when such nomination is made in writing. Nominees for Honorary Life Membership will be reviewed and approved by the Provincial Board of Directors. Honorary Life Members shall have all the obligations and privileges of Active Members with the exception of payment of membership dues, which shall be waived.

6. Honorary Members are individuals whose merit the Corporation wishes to recognize. Honorary Members may be nominated in writing by any two Active Members of the Corporation and must be approved by resolution of the Provincial Board of Directors. Honorary Membership shall be one year with no limitation to the number of renewals. Honorary Members shall have all privileges of Active Members with the exception that they shall not have a vote in the affairs of the Corporation, nor shall they pay dues.

7. Horticultural Members shall be individuals engaged in work allied to the horticultural industry but do not carry on business in a manner that would qualify them to membership in any other category. Horticultural Members may include but shall not be exclusively held for professors and teachers of horticulture, ecologists, conservationists, media specialists in horticultural matters, researchers in horticultural sciences and landscape architects. Other horticultural industry associations may join this category. Newly graduated students of recognized Horticultural-related programs who are not in their first year of business may join this category for a period of one year prior to applying for Interim membership. Privileges and obligations of a Horticultural Member shall be:

  • attendance and participation in discussions at general meetings
  • appointment to and Chairmanship of committees
  • reception of all publications issued by the Corporation • serving as a Director on Chapter Board of Directors, or as an Officer on Industry Sector Group Board of Directors, only to a maximum of 20 per cent of the number of Directors
  • resignation from membership in the Corporation in good standing upon payment of current dues and all arrears.

ARTICLE IV - FEES

Section 1
Fees sufficient to provide the necessary funds with which to satisfy all the budget provisions as approved and passed by the membership at each annual meeting, for the period immediately ensuing the current year of operations, shall be set by the Provincial Board of Directors on an assessment basis approved and adopted by the membership at the same annual meeting.

Section 2 Provincial Board of Directors may from time to time make a special assessment or assessments against:
  • The members of any class.
  • Members whose associates or affiliates are not members of the Corporation.
  • Members who are in partnership with a person or persons who are not members of the Corporation.

Section 3 All members shall be liable to the Corporation for such fees or assessments. A member who does not pay such fees or assessments within the time fixed for payment shall automatically cease to be a member; but may be reinstated at the discretion of the Provincial Board of Directors on payment of:
  • A re-admittance fee to be determined by the Provincial Board of Directors from year to year, payable upon the first application of re-admittance.
  • All unpaid fees and assessments payable upon second and all subsequent applications for membership.

ARTICLE V - PROVINCIAL DIRECTORS

Section 1
The affairs of the Corporation shall be managed by the Provincial Board of Directors who may be known and referred to as "Provincial Directors" and who may exercise all such power and do all such acts and things as may be exercised or done by the Corporation or by statute or any special resolution of the Corporation at a general meeting of members.

Section 2
The Director's term of office shall, subject to provisions, if any, of the letters patent or supplementary letters patent of the Corporation, be from the date of the annual or special general meeting at which they were elected or appointed or took office until the annual meeting next following or until their successors are elected, appointed or take office.

Section 3
The Directors must be Active Members in good standing of the Corporation and be at least 18 years of age.

ARTICLE VI - ELECTION OF PROVINCIAL DIRECTORS

Section 1
The Board of Directors of the Corporation for the year shall consist of the following persons.
a) The person who is acclaimed as Past President.
b) The persons who are elected as the First Vice-President, the Second Vice-President, the Secretary-Treasurer and the President of the Corporation.
c) The person elected by ballot as the President-Elect of the Corporation from amongst the Board of Directors of the Corporation at a meeting of the Board of Directors of the Corporation prior to the Annual General Meeting.
d) The person who was elected by ballot by each Chapter and Industry Sector Group as the representative to the Provincial Board of Directors, such elections by each Chapter and Industry Sector Group to be held by the end of the prior fiscal period.
e) The two Members-at-Large elected by ballot at the Annual General Meeting from amongst the general membership, would be eligible for election to the Executive Committee after one year.

Section 2
Not more than one person from any one firm may be a member of the Provincial Board of Directors.

Section 3
a) Any Director who has attended less than half of the meetings in a year shall not stand for re-election unless the Board of Directors pass a resolution to the contrary.
b) The Office of the Director is vacated if:
    (i) By notice in writing, he/she resigns his/her office.
    (ii) He/she moves from the Province of Ontario.
    (iii) He/she ceases to be active in the industry.
c) Any Director failing to attend two consecutive meetings of the Provincial Board of Directors without just cause may be suspended by a resolution of the Provincial Board of Directors.

Section 4
The members of the Corporation may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office and may, by a majority of votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term.

ARTICLE VII - MEETINGS OF PROVINCIAL DIRECTORS

Section 1
Meetings of the Provincial Board of Directors may be held anywhere at the discretion of the Provincial Board of Directors. (Minimum of 6 per year) A meeting of the Board of Directors may be convened each month by a) the President, or b) a majority of the Provincial Board of Directors. The Secretary by such direction shall notify the Provincial Board of Directors. Notice of any such meeting shall be delivered by any form of communication to each Director not less than five (5) days before the meeting is to take place; provided always that meetings of the Provincial Board of Directors may be held at any time without formal notice if all the Directors are present or those absent waive notice or signify their consent in writing to the meeting being held in their absence.

Section 2
Meetings of the Provincial Board of Directors for any special business may be conducted by correspondence, by telephone (confirmed by letter), or any form of communication, and any vote thus taken subject to quorum shall be recorded and shall be binding and effective. All correspondence shall be answered within 48 hours from time of receipt. Only the special business for which the meeting was called can be dealt with.

Section 3
The presence of eleven (11) directors for any meeting of the Provincial Board of Directors shall be a quorum.

Section 4
Questions arising at any meeting of the Provincial Board of Directors shall be decided by a majority of votes. The Presiding Chairperson of the meeting shall vote only in the event of a tie vote.

ARTICLE VIII- PROTECTION OF DIRECTORS

Section 1
Every Director or Officer of the Corporation or other persons 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, out of funds of the Corporation, from and against:

a) All costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against his/her in or about the execution of his/her office or in respect of any such liability.
b) All other costs, charges and expenses he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges and expenses as are occasioned by his/her own wilful neglect or default.

ARTICLE IX- MEETINGS OF MEMBERS

Section 1
Subject to compliance of The Corporation Act (Ontario) the provincial annual general meeting of the Members shall be held in each year at such place within the Province of Ontario on such day and at such time as the Provincial Board of Directors may by resolution determine. At or before each annual general meeting, there shall be presented a written report of the activities of the Corporation for the previous year, a financial statement of the Corporation, the most recent auditor's report and such other information or material relating to the Corporation affairs, as, in the opinion of the Provincial Board of Directors, is of interest or importance.

Section 2
Other meetings of the Members may be convened by order of the President or a Vice-President or by the Board of Directors of the Corporation for any date and time and at any place within the Province of Ontario.

Section 3 – Notice
Notice of a meeting of Members stating the day, hour, location and general nature of the business to be transacted shall be sent:
a) For an annual general meeting – at least four weeks notice.
b) For a special general meeting – at the request of 5 % Active Members or by a majority vote of the Provincial Board of Directors, at least fifteen (15) days notice before the date of such meeting to each Member at his/her address as it appears on the books of the Corporation, and if no address is given therein then to the last address of such Member known to the Secretary.

Section 4
The accidental non-receipt of any notice by any Member or Members shall not invalidate any resolution passed or any proceedings taken at any meeting.

Section 5 Any resolution affecting the by-laws may be made by a majority of the Members of the Corporation present at any annual general meeting or special general meeting. Notice of resolutions of such proposed by-laws, amendments or repeals shall be in writing, shall be made by one Active or Interim-Active Member in good standing and seconded by another Active or Interim-Active Member in good standing, and in the hands of the Executive Director who will or will cause to distribute to all Active and Interim-Active Members, at least four weeks prior to the annual general meeting.

Section 6
Any resolution not affecting the by-laws to be presented at the annual general meeting must be presented in writing and be delivered to the Executive Director.

Section 7
Any resolution brought forward under new business shall be considered by the Board of Directors at a later meeting.

ARTICLE X- VOTING AT MEETINGS OF MEMBERS

Section 1
Every question submitted to any meeting of Members shall be decided by a majority of votes. The Presiding Chairperson of the meeting shall vote only in the event of a tie vote.

Section 2
At any meeting unless a poll is demanded, a declaration by the Chairperson that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 3
In the absence of the President and Vice-President, the Members present shall choose another Director as Chairperson and if no Director is present or if all the Directors present decline to act as Chairperson, the Members present shall choose one of their number to be Chairperson.

Section 4 - Adjournment
The chairperson of any meeting of members may, with the consent of the meeting, adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the members provided the adjourned meeting takes place within 30 days of the original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

ARTICLE XI- QUORUM OF MEETINGS (AGM)

Section 1
The presence of thirty-five (35) Members or designated representatives of Active and Interim-Active Member firms shall be a quorum of any meeting of Members. No business shall be transacted at any meeting unless a requisite quorum is present at the commencement of business.

ARTICLE XII- OFFICERS

Section 1
The Provincial Board of Directors shall annually or as often as may be required, elect a President, a First Vice-President, a Second Vice-President, and a Secretary-Treasurer. Such elections shall be normally held at a Provincial Board of Directors meeting prior to the Annual General Meeting in each year, and said meeting shall be chaired by the Immediate Past President. The officers elected or appointed in the above manner shall take office and shall be deemed to have been elected or appointed as officers of the Corporation by the members at the said Annual General Meeting of the Corporation.

Section 2
In case the President is absent or unable to act or for any other reason that the directors may deem sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of the Board of Directors concur therein.

Section 3
The President shall, if present, preside at all meetings of the Provincial Board of Directors and Members; he/she shall sign together with the Secretary-Treasurer or other officer appointed by the Board of Directors of the Corporation for that purpose, all instruments requiring signatures of Officers of the Corporation; and he/she shall have such other powers and duties as may from time to time be assigned to him/her by the Board of Directors.

Section 4
The Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal to act of the President. The Vice-Presidents shall have such powers and duties as may from time to time be assigned to them by the Board of Directors. Each may act as Chairperson of one committee.

Section 5
The Secretary shall, when present, act as secretary of all meetings, shall have charge of the minute books of the Corporation and shall perform such other duties as the Board of Directors require of him/her. The Secretary of the Corporation need not be a Member, but if a non-Member is elected to the position of Secretary, he/she shall have no vote in the affairs of the Corporation.

Section 6
The Treasurer shall have oversight of the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or with such banks or such depository or depositories as the Board of Directors of the Corporation may direct, and shall perform such other duties as the Board of Directors require of him/her. He/she may be required to give such bond for the faithful performance of his/her duties as the Board of Directors of the Corporation in their uncontrolled discretion may require, and 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 the failure of the Corporation to receive any indemnity, there provided.

Section 7
The Board of Directors of the Corporation may from time to time engage an Executive Director and may delegate to him/her full authority to manage and direct the business affairs of the Corporation (except such matters and duties as by-laws must be transacted or performed by the Board of Directors of the Corporation or by the Members in a general meeting) and to employ and discharge agents and employees of the Corporation and may delegate to him/her any lesser power. He/she shall conform to all lawful orders given to him/her by the Board of Directors of the Corporation. He/she shall at all reasonable times give to the Board of Directors or any of them all information they may require regarding the affairs of the Corporation, except where transmission of such information to an individual Director or Directors would be in violation of matters previously designated as confidential by the Directors by resolution.

Section 8
If a vacancy shall occur in any office by reason of death, resignation, disqualification or otherwise, the Provincial Board of Directors may by resolution elect or appoint a person to fill such a vacancy. If such a vacancy results from death, resignation and disqualification or otherwise of a Director representing a Chapter or Industry Sector Group of the Corporation, the Directors shall elect or appoint a Member of the appropriate Chapter or Industry Sector Group to fill such a vacancy.

ARTICLE XIII- COMMITTEES

Section 1
The standing committees of the Corporation shall be established from time to time by the Provincial Board of Directors.

ARTICLE XIV- CHAPTERS & INDUSTRY SECTORS

Section 1
Members of the Corporation may form a Regional Chapter or an Industry Sector Group of the Corporation upon a request by 10 members and by resolution of the Provincial Board of Directors. The Members of a Chapter and/or Industry Sector Group constituted may elect its own Regional/Sector Board of Directors and operate a regional/sector program consistent with the by-laws of the Corporation.

ARTICLE XV- MAGAZINE

Section 1
The Provincial Board of Directors shall establish and maintain the publications of the Corporation, known as "LANDSCAPE TRADES and HORTICULTURE REVIEW."

ARTICLE XVI- APPROPRIATIONS

Section 1
Resolution with respect to appropriations shall be submitted to the Board of Directors of the Corporation, in the form of a report with recommendations, prior to a vote being taken at a general meeting. If an unfavourable report be submitted, the Members of the Corporation may, by resolution passed by at least two-thirds (2/3) of the votes at a general meeting, vote for such appropriation.

ARTICLE XVII- AUDITORS

Section 1
The members at each annual general meeting shall appoint one or more auditors to hold office until the next annual general meeting and, if an appointment is not so made, the auditor in the office shall continue in office until a successor is appointed.

Section 2
The Provincial Board of Directors may fill any casual vacancy in the office of an auditor, but, while such vacancy continues, the surviving or continuing auditor, if any, may act.

Section 3
The members may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice of intention to pass the resolution has been given, remove any auditor before the expiration of his/her term of office and shall by a majority of the votes cast at that meeting appoint an auditor in his/her stead for he/she remainder of his/her term.

Section 4
The remuneration of an auditor appointed by the members shall be fixed by the members or by the Provincial Board of Directors if they are authorized by the Members, and the remuneration of an auditor appointed by the Provincial Board of Directors shall be fixed by the Provincial Board of Directors.

ARTICLE XVIII- EXECUTION

Section 1
Negotiable Instruments All negotiable instruments shall be signed by any two of the following: The President, The Treasurer, The Executive Director and a Director specifically named by the Provincial Board of Directors 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, Executive Director or other Officer appointed by the Board of Directors of the Corporation for that 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 of the Corporation 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 and instruments in writing. The seal of the Corporation may, when required, be affixed to contracts, documents and instruments in writing as aforesaid or by any Officers, person or persons appointed as aforesaid by resolution of the Board of Directors of the Corporation. The term "contracts, documents and instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments or property real or personal, immovable or movable agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignment of shares, stocks, bonds, debentures or other securities and all paper writings.

ARTICLE XIX- FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of September of each year.

BY-LAW NO. 2

A by-law respecting the borrowing of money by HORTICULTURAL TRADES ASSOCIATION INC. BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of HORTICULTURAL TRADES ASSOCIATION INC., (hereinafter called the "Corporation") as follows:

ARTICLE 1- FINANCIAL RESPONSIBILITY

Section 1
The Provincial Board of Directors may from time to time:
a) Borrow money on the credit of the Corporation.
b) Issue, sell or pledge securities of the Corporation.
c) Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, present and future, including book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any securities or any money borrowed or other debts, or any other obligations or liability of the Corporation. The word "securities" as used in this paragraph means bonds, debentures, or other like liabilities of the Corporation whether constituting a charge on the property Corporation or not.

Section 2
The Provincial Board of Directors may from time to time authorize any Director or Directors, Officer or Officers, employee of the Corporation or other person or persons, whether connected with the Corporation 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 given therefore, 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 Corporation as the Board of Directors of the Corporation may authorize and generally to manage, transact and settle the borrowing of money by the Corporation.

Section 3
The Provincial Board of Directors may from time to time authorize any Director or Directors, Officer or Officers, employees of the Corporation or other person or persons whether connected with the Corporation or not, to sign, execute, and give on behalf of the Corporation all documents, agreements, and promises necessary or desirable for the purpose of 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 renewals thereof or substitutions therefore so signed shall be binding upon the Corporation. Section 4 The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its Board of Directors or Officers independently of a borrowing by-law.

BY-LAW NO. 3- CHAPTERS

A by-law respecting the establishment of Regional Chapters by HORTICULTURAL TRADES ASSOCIATION INC. BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of HORTICULTURAL TRADES ASSOCIATION INC. (hereinafter called the "Corporation") as follows:

ARTICLE 1- NAME AND TERRITORIAL LIMITS

Section 1
The Chapter shall carry on business under the name Landscape Ontario ".... Regional Chapter."

Section 2
The territorial limits of the Regional Chapters are to be determined by the Corporation and may be changed from time to time as deemed advisable by the Board of Directors of the Corporation.

Section 3
The Regional Chapter shall at all times comply with the by-laws of the Corporation.

ARTICLE II- SCOPE AND PURPOSE

Section 1
The objects of the Regional Chapter shall be the same as those set out in By-Law No. 1 of the Corporation under ARTICLE II, Scope and Purpose.

Section 2
The object of the Regional Chapter is the promotion and furtherance of the objects of the Corporation.

ARTICLE III- POWERS

Section 1
The powers of the Regional Chapter shall be:
a) To carry out the objects of the Corporation.
b) To direct, manage, supervise and control the business, property and funds of the Chapter.

ARTICLE IV- DIRECTORS, OFFICERS AND THEIR DUTIES

Section 1
The Officers of each Chapter shall be a Regional President, the Immediate Past President, such number of Vice-Presidents, if any, as the Chapter may from time to time determine, a Secretary, a Treasurer, and such number of Directors or other Officers as may from time to time be determined by the Chapter at a general meeting of the Chapter.

Section 2
Each Director shall be an Active Member, Interim-Active Member, an Associate Member, a Chapter Associate Member, or a Horticultural Member in good standing. Active Members must comprise at least 80 per cent of the Board.

Section 3
Each Officer shall enter upon his/her official duties as of the first day of the new Fiscal Year, and shall serve a term of one year or until his/her successor assumes office.

Section 4
Each of the said Officers shall be elected in accordance with ARTICLE VIII hereof.

Section 5
The duties of the Officer shall be as follows:
a) The Regional Chapter President shall be the chief executive officer of the Regional Chapter and shall preside over all meetings of the Chapter and of the Executive or shall designate a Presiding Officer. He/she shall be an ex-officio Member of all standing and special committees and shall perform such other duties as usually pertain to the office of President, and shall have the power to bind the Chapter on all matters regularly coming before the said Board of Directors of the Corporation.
b) A Regional Vice-President in the absence of the Regional President shall substitute for the Regional President. A Regional Vice-President shall also perform such other duties as usually pertain to that office, or as may be assigned to him/her by the Regional President or Executive.
c) The Secretary shall draw up and keep on record minutes of all meetings of the Executive and of the Chapter. He/she shall attend to all general correspondence and shall perform such other duties as may be assigned to him/her by the Regional President or the Executive. He/she shall be responsible to notify all Members of all regular and special meetings. He/she shall publish a Chapter Bulletin as often as the Executive requires him/her to do so. He/she shall send a copy of the minutes of all meetings and bulletins to the home office of the Corporation and to such other persons as the Regional President of the Chapter may direct him/her to do so.
d) The Treasurer shall keep all of the Accounts of the Chapter and in the case of items provided for in the Chapter budget as approved by the Provincial Board of Directors and by the general membership as per Article V, forward all accounts payable directly to the Executive Director of the Corporation for payment similarly any monies received by the Treasurer for approved budget items will be forthwith sent to the Executive Director of the Corporation.
e) Each Director shall perform such duties as may be assigned to him/her by the President or the Executive.

ARTICLE V- CHAPTER BOARD

Section 1
Powers The Chapter Board shall constitute the governing body of the Chapter with power to appoint Committees and generally to perform all such acts of administration as may be necessary or expedient for the proper functioning of the Chapter, subject to the provisions of the by-laws of the Corporation.

Section 2
Meetings
a) The Chapter Board shall meet as often as may be necessary for proper carrying out of the Chapter's function.
b) A majority of the members of the Board shall constitute a quorum for any meeting of the Chapter Board.
c) All questions shall be decided by a majority vote of those Members present and voting. d) The Presiding Chairperson of the meeting shall vote only in the event of a tie vote.

ARTICLE VI- COMMITTEES

Section 1
The Regional President with approval of the Board may appoint such committees as shall be deemed necessary.
a) Each committee shall consist of a Chairperson and such other members as deemed necessary. Their duties shall commence as soon as appointed, and they shall serve during the term of their appointment or for the remainder of the fiscal year in which they are appointed. Each committee shall be responsible to the Chapter Board and shall make such report as it may be required and directed.
b) The Chairperson of each committee shall present a written report of the activities of his/her committee, such report to be submitted as requested to the Chapter Board.
c) The duties of each committee shall be determined by the Chapter Board.

ARTICLE VII- MEETINGS

Section 1
a) The Chapter shall hold a minimum of five meetings in each fiscal year unless specifically exempted from this provision by resolution of the Provincial Board of Directors for each year of exemption.
b) Such meetings shall be held at such times and places as may be determined from time to time by the Chapter Board.
c) The Chapter shall hold an annual general meeting for the purpose of receiving reports and to transact such other business as may be brought before it.
d) Ten per cent (10%) of the Chapter membership present at a regional chapter meeting constitutes a quorum.
e) All questions shall be decided by a majority vote of those Members present and voting.
f) The Presiding Chairperson of a meeting shall vote only in the event of a tie.

ARTICLE VIII- ELECTIONS

Section 1
Elections of Chapter Board and representatives to the Board of Directors of the Corporation will be held before the end of the prior fiscal year.

Section 2
Procedure for nominations and elections shall be according to the by-laws of the Corporation BY-LAW No. 1, ARTICLE VI Section 1, 2 and 3, with the exception of two Vice-Presidents, Members-at-Large, Sector and Chapter Representatives.

ARTICLE IX- FINANCE

Section 1
The fiscal year of the Chapter shall begin on the first day of September of each year.

Section 2
a) The Chapter will open a bank account for the purpose of keeping operating funds available.
b) The Provincial Board of Directors of the Corporation will forward one-half of the Chapter's General Budget excluding Promotional funds to a maximum of One Thousand Dollars ($1000) to be used as general operating funds.
c) The Chapter President and/or his/her Treasurer shall forward operating statements and receipts to the Corporation office once each fiscal quarter and prior to further operating funds being forwarded by the Corporation. The Chapter will give full financial disclosure of all accounts quarterly at Chapter general meetings.
d) Additional monies requested by a Chapter for special projects that have not been approved by the Board of Directors of the Corporation will be entertained providing the proper documents, i.e. purpose-budget-objectives; are forwarded to the Executive Director of the Corporation and shall be dealt with by the Board of Directors of the Corporation.
e) Any Chapter shall be restricted the right to expend any sum of budgeted monies that has not been appropriated for a particular item by a budget duly approved by the Provincial Board of Directors of the Corporation.
f) A request for an expenditure of money in excess of the amount provided in the approved Chapter budget shall be presented to the Executive Director of the Corporation and shall be dealt with by the Provincial Board of Directors of the Corporation.
g) The Chapter shall have the right to raise and administer monies, through activities approved at a meeting of the Members of the Chapter. The expenditure of such monies shall be subject to approval at a meeting of the Members of the Chapter.

ARTICLE X- OBLIGATIONS

Section 1
"To all members and to prospective members."

Section 2
The Chapter Board shall provide for the prompt review, completion and forwarding of all reports required or requested by the Provincial Board of Directors of the Corporation.

Section 3
The Chapter shall not circulate, sell or offer for sale, or cause to be circulated, sold or offered for sale, by means of professional ticket sellers, commission agents or otherwise, tickets of any nature for a raffle or otherwise, without the approval in writing of the Provincial Board of Directors of the Corporation.

Section 4
If any civil or criminal action is commenced against the Chapter or any of its members arising out of activities carried on in the name of or on behalf of the Association, the Chapter shall forthwith report such action in writing at the earliest opportunity to the Executive Director of the Corporation.

Section 5
The Chapter shall not commence by itself or by its representatives any action, criminal or civil in any court without first submitting a detailed report in writing on the proposed action to the Executive Director of the Corporation.

BY-LAW No. 4- Industry Sector Group

A by-law respecting the establishment of Industry Sector Group by HORTICULTURAL TRADES ASSOCIATION INC. BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of HORTICULTURAL TRADES ASSOCIATION INC. (hereinafter called the "Corporation.") as follows:

ARTICLE 1- NAME AND TERRITORIAL LIMITS

Section 1
The Industry Sector Group shall carry on business under the name Landscape Ontario "... Industry Sector Group."

Section 2
The Industry Sector Group shall operate within the geographical boundaries of the Province of Ontario.

Section 3
The Industry Sector Group shall at all times comply with the by-laws of the Corporation.

ARTICLE II- SCOPE AND PURPOSE

Section 1
The objects of the Industry Sector Group shall be the same as those set out in the By-Law No. 1 of the Corporation under ARTICLE II Scope and Purpose and shall include:
a) To promote, expand and improve the Industry Sector Group in the best interests of the members of the Corporation.
b) To disseminate pertinent information of Industry Sector Group affairs to all members of the Corporation and to the public.
c) To promote and achieve an improved overall professional status for the Industry Sector. Section 2 The object of each Industry Sector Group is the promotion and furtherance of the objectives of the Corporation.

TERMS OF REFERENCE
a) To plan educational programs that can be tied in with Chapter programs.
b) To identify industry needs.
c) Minutes of all meetings shall be sent to the President and the Executive Director of the Corporation.
d) To identify group needs and problems and report them to the Provincial Board of Directors of the Corporation for appropriate action.
e) Industry Sectors shall receive a representative from each Regional Chapter for communication purposes.
f) Industry Sectors shall submit a budget and financial statements annually.
g) Industry Sectors should avoid conflict with Regional Chapter activities.
h) To communicate, whenever possible, through existing Corporation publications.

ARTICLE III- POWERS

Section 1
The powers of the Industry Sector Group shall be:
a) To carry out the objects of the Corporation as to the Terms of Reference.
b) To direct, manage, supervise and control the business, property and funds of the Industry Sector.

ARTICLE IV- OFFICERS AND THEIR DUTIES

Section 1
The Officers of each Industry Sector Group shall be a Chairperson, an Immediate Past Chairperson, such number of Vice-Chairperson, if any, as the Industry Sector Group may from time to time determine, a Secretary, a Treasurer, and such number of other Officers as may from time to time be determined by the Industry Sector Group at a general meeting of the Industry Sector Group.

Section 2
Each Director shall be an Active Member, Interim-Active Member, an Associate Member, a Chapter Associate Member or a Horticultural Member in good standing. Active Members must comprise at least 80 per cent of the Board.

Section 3
Each Officer shall enter upon his/her official duties as of the first day of September of each year and shall serve for a term of one year or until his/her successor assumes office. Section 4 Each of the said Officers shall be elected in accordance with ARTICLE VIII hereof.

Section 5
The duties of the Officer shall be as follows:
a) The Industry Sector Group Chairperson shall be the chief executive officer of the Industry Sector Group and shall preside over all meetings of the Industry Sector Group and of the Officers or shall designate a Presiding Officer. He/she shall be an ex-officio member of all standing and special committees and shall perform such other duties as usually pertain to the office of Chairperson.
b) A Vice-Chairperson, in the absence of the Industry Sector Group Chairperson shall substitute for the Industry Sector Group Chairperson. A Vice-Chairperson shall also perform such other duties as usually pertain to that office, or as may be assigned to him/her by the Industry Sector Group Chairperson or Officers.
c) The Secretary shall draw up and keep on record minutes of all meetings of the Officers and of the Industry Sector Group. He/she shall attend to all general correspondence and shall perform such other duties as may be assigned to his/her by the Industry Sector Group Chairperson or the Officers. He/she shall be responsible to notify all Members of all regular and special meetings. He/she shall publish an Industry Sector Group Bulletin as often as the Officers require him/her to do so. He/she shall mail a copy of the minutes of all meetings and Bulletins to the Executive Director of the Corporation and to such other persons as the Industry Sector Group Chairperson of the Industry Sector Group may direct him/her to do so.
d) The Treasurer shall keep all of the accounts of the Industry Sector Group and in the case of items provided for the Industry Sector Group budget as approved by the Provincial Board of Directors forward all accounts payable directly to the Executive Director of the Corporation for payment similarly any monies received by the Treasurer for approved budget items will be forthwith sent to the Executive Director of the Corporation.
e) Each Officer shall perform such duties as may be assigned to him/her by the Industry Sector Group Chairperson or the Officers.

ARTICLE V- INDUSTRY SECTOR GROUP BOARD

Section 1
Powers The Industry Sector Group Board shall constitute the governing body of the Industry Sector Group with power to appoint committees and generally to perform all such acts of administration as may be necessary or expedient for the proper functioning of the Industry Sector Group, subject to the provisions of the by-laws of the Corporation.

Section 2
Meetings
a) The Industry Sector Group Board shall meet as often as may be necessary for the proper carrying out of the Industry Sectors' functions.
b) A majority of the Members or the Industry Sector Group Board shall constitute a quorum for any meeting of the Industry Sector.
c) All questions shall be decided by a majority vote of those Members present and voting.
d) The Presiding Chairperson of the meeting shall vote only in the event of a tie vote.

ARTICLE VI- COMMITTEES

Section 1
The Industry Sector Group Board may appoint such committees as shall be deemed necessary for the Industry Sector.
a) Each committee shall consist of a Chairperson and such other Members as deemed necessary. Their duties shall commence as soon as appointed and they shall serve during the term of their appointment, or for the remainder of the fiscal year in which they are appointed by the Industry Sector Group Chairperson. Each committee shall be responsible to the Industry Sector Group Board and shall make such report as it may be required and directed.
b) The Committee Chairperson shall submit a written report of the activities of his/her Committee to the Industry Sector Group Board.
c) The duties of each committee shall be determined by the Industry Sector Group Board.

ARTICLE VII- MEETINGS

Section 1
a) The Industry Sector Group shall hold a minimum of two meetings in each and every fiscal year unless specifically exempted from this provision by resolution of the Provincial Board of Directors for each year of exemption.
b) Such meetings shall be held at such times and places as may be determined from time to time by the Industry Sector Group Board.
c) The Industry Sector Group shall hold meetings for the purpose of receiving reports and to transact such other business as may be brought before it.
d) Ten per cent (10%) of the Industry Sector Group membership present at an Industry Sector Group meeting constitutes a quorum.
e) All questions shall be decided by a majority vote of those members present and voting.
f) The Presiding Chairperson of a meeting shall vote only in the event of a tie vote.

ARTICLE VIII- ELECTIONS

Section 1
Elections of the Industry Sector Group Board will be held before the end of the prior fiscal year.

ARTICLE IX- FINANCE

Section 1
The fiscal year of the Industry Sector Group shall begin on the first day of September each year.

Section 2
a) The Industry Sector Group Board will open a bank account for the purpose of keeping operating funds available.
b) The Provincial Board of Directors of the Corporation will forward one-half of the Industry Sector's General Budget excluding Promotional funds to a maximum of One Thousand Dollars ($1000) to be used as general operating funds.
c) The Industry Sector Group Chairperson and/or his/her Treasurer shall forward operating statements and receipts to the Corporation office once each fiscal quarter and prior to further operating funds being forwarded by the Corporation.
d) Additional monies requested by a Industry Sector Group for special projects that have not been approved by the Provincial Board of Directors of the Corporation will be entertained providing the proper documents, i.e. purpose-budget-objectives, are forwarded to the Executive Director of the Corporation and shall be dealt with by the Provincial Board of Directors of the Corporation.
e) The Industry Sector Group shall be restricted the right to expend any sum of budgeted monies that has not been appropriated for a particular item by a budget duly approved by the Provincial Board of Directors of the Corporation.
f) A request for an expenditure of money in excess of the amount provided in the approved Industry Sector Group budget shall be presented to the Executive Director of the Corporation and shall be dealt with by the Board of Directors of the Corporation.
g) The Industry Sector Group shall have the right to raise and administer monies, through activities approved at a meeting of the members of the Industry Sector Group. The expenditure of such monies shall be subject to approval at a meeting of the members of the Industry Sector.

ARTICLE X- OBLIGATIONS

Section 1
"To all members and to prospective members."

Section 2
The Industry Sector Group Board shall provide for the prompt review, completion and forwarding of all reports required or requested by the Provincial Board of Directors of the Corporation. The Industry Sector Group Board will give full financial disclosure of all accounts quarterly at Industry Sector Group meetings.

Section 3
The Industry Sector Group Board shall not circulate, sell, or offer for sale, or cause to be circulated, sold or offered for sale, by means of professional ticket sellers, commission agents or otherwise, tickets of any nature for a raffle or otherwise, without the approval in writing of the Provincial Board of Directors of the Corporation.

Section 4
If any civil or criminal action is commenced against the Industry Sector Group or any of its members arising out of activities carried on in the name or on behalf of the Association, the Industry Sector Group Board shall forthwith report such action in writing at the earliest opportunity to the Executive Director of the Corporation.

Section 5
The Industry Sector Group shall not commence by itself or by its representatives any action, criminal or civil in any court without first submitting a detailed report in writing on the proposed action to the Executive Director of the Corporation.

LANDSCAPE ONTARIO HORTICULTURAL TRADES ASSOCIATION
7856 Fifth Line South, R.R. #4
Milton, ON L9T 2X8
Tel: (905) 875-1805
Fax: (905) 875-3942
Toll Free in Ontario: 1-800-265-5656
E-mail: lo@horttrades.com
Website: www.horttrades.com   www.landscapeontario.com
 
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Landscape Ontario Horticultural Trades Association, 7856 Fifth Line South, Milton, Ontario, Canada, L9T 2X8
t: 1 800 265 5656   f: 905 875 3942