Board of Directors
Objects of Incorporation
Constitution
Bylaws

The Board of Directors

Jim Hasler (President): Jim is a retired environmental consultant.

Nadia Pelletier-Lavigne (Treasurer): Nadia is a former dogsled outfitter and youth campguide. She has a BA in business administration and is currently employed as a community programs coordinator and a Francophone Community Health Centre.

Vicky Muir (Director): Homesteader,hiker, canoeist, author.

Murray Muir (Director): Murray has been exploring the Temiskaming outback since 1972. He is the co-author of Discovering Wild Temiskaming, One Day Adventures.

Roger Moreau (Director): Area resident and retired teacher. Resident & enseignant a la retraite.

Marvyn Morrison (Director):  A Professional Engineer who has worked in the mining, geology, civil and municipal fields. He is currently pursuing his interests in ecology -simply defined as 'interrelatedness' and the concept of sustainable development.

Les Wilcox (Director): Former construction manager, canoeist, canoe builder, guide, instructor, outfitter and writer.

Founding Members: Bob Olajos, Doug Adams, Jim Hasler, Kieth Blissett, Norm Hawirko, Les Wilcox

Objects of Incorporation

Nastawgan Trails Inc. was incorporated on May 5^th, 2000. The following are its Objects of Incorporation.

(A) To plan, establish, maintain and market a Temagami area trail network which provides recreational opportunities for non-motorized trail users in a manner which protects the environmental qualities and improves the social and economic conditions of the Temagami area.
(B) The backbone of this trail network will be based on a continuous trail spanning the Temagami area, with possible linkages to other existing or future trail networks.

(C) We define the Temagami area as being bounded in the east by Lake Temiskaming and the       Ottawa River, in the west by the Sturgeon River and the west Boundary of Lady Evelyn - Smoothwater Provincial Park, in the north by latitude N 47 degrees 40 minutes excluding all developed areas and, in the south by latitude N 46 degrees 35 minutes.
(D) To acquire, accept, solicit or receive donations, grants, bequests or any other real or personal  property for the furtherance of these objects.

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        CONSTITUTION

1.0 Nastawgan Trails Inc.
2.0 Objectives
3.0 Definition of the Temagami Area
4.0 Membership and Partnerships
5.0 Board of Directors
6.0 Amendment of the Constitution
7.0 dissolution of Nastawgan Trails Inc.

1.0 Nastawgan Trails Inc.

Nastawgan Trails Inc. is a not-for-profit corporation incorporated under the laws of Ontario.
 

2.0 Objectives

It is the objective of Nastawgan Trails Inc. to plan, establish, maintain, and market a Temagami-area trail network. The backbone of this trail network will be based on a continuous trail spanning the Temagami area, with possible linkages to other existing or future trail networks. Such a trail network will provide recreational and educational opportunities for non-motorized trail users. It will also protect the environmental qualities and improve the social, health, and economic conditions of the Temagami area.

Further, it is the objective of Nastawgan Trails Inc. to acquire, accept, solicit, or receive donations, grants, bequests, or any other real or personal property for the furtherance of these goals and objectives, without gain for members. Any monies are to be used exclusively to further these objects.
 

3.0 Definition of the Temagami Area

For the purposes of Nastawgan Trails Inc., the Temagami area is bounded in the east by Lake Temiskaming and the Ottawa River, in the west by the Sturgeon River and the west boundary of Lady Evelyn-Smoothwater Provincial Park, in the north by latitude 47 degrees 40 minutes (excluding all developed areas), and in the south by latitude 46 degrees 35 minutes.
 

4.0 Membership and Partnerships.

Nastawgan Trails Inc. is a membership-based organization. Any citizens, organizations, businesses, and government bodies which espouse the objectives of Nastawgan Trails Inc. are encouraged to become members. Nastawgan Trails Inc. will endeavour to establish partnerships with First Nations, non-governmental organizations, businesses, and all levels of government for the furtherance of its objectives.



5.0 Board of Directors

As outlined in the Bylaws, the business of Nastawgan Trails Inc. will be directed by a Board of Directors as elected by the membership. The Board of Directors will consist of two Officers, being the President and the Secretary-Treasurer, and five Directors.
 

6.0 Amendment of the Constitution

Changes to this Constitution must be ratified by a two-thirds majority of the Board of Directors at a regularly scheduled Board meeting, providing that a Notice of Proposed Amendment is given to all Officers and Directors as least thirty days in advance. Such an amendment must be approved by a two-thirds majority of the membership present at a General Meeting of the membership, provided that a Notice of Proposed Amendment is provided to the membership with the notice of the meeting, at least thirty days in advance.
 

7.0 Dissolution of Nastawgan Trails Inc.

Nastawgan Trails Inc. may be dissolved by a two-thirds vote of the Board of Directors at a regularly scheduled Board meeting, providing that a Notice of Proposed Dissolution is given to all Officers and Directors at least thirty days in advance. Such a motion must be approved by a two-thirds majority of the membership present (including proxies) at the next General Meeting of the membership, providing a Notice of Proposed Dissolution is mailed to the membership with the notice of the meeting, at least thirty days in advance. Should Nastawgan Trails Inc. cease to exist, any proceeds remaining will be given to another non-profit organization deemed appropriate by the Board of Directors.

First Amendment

3.0 Definition of the Temagami Area

For the purposes of Nastawgan Trails Inc., the Temagami area is bounded in the east by Lake Temiskaming and the Ottawa River, in the west by the Sturgeon River and the west boundary of Lady Evelyn-Smoothwater Provincial Park, in the north by latitude 47 degrees 40 minutes ......(excluding all developed areas),deleted....... and in the south by latitude 46 degrees 35 minutes.

4.0 Membership and Partnerships.

Nastawgan Trails Inc. is a membership-based organization. Any persons, organizations, businesses, and government bodies which espouse the objectives of Nastawgan Trails Inc. are encouraged to become members. Nastawgan Trails Inc. will endeavour to establish partnerships with First Nations, non-governmental organizations, businesses, and all levels of government for the furtherance of its objectives.

5.0 Board of Directors

As outlined in the Bylaws, the business of Nastawgan Trails Inc. will be directed by a Board of Directors as elected by the membership. The Board of Directors will consist of two Officers, being the President and the Secretary-Treasurer, and eight Directors.

6.0 Amendment of the Constitution

Changes to this Constitution must be ratified by a two-thirds majority of the Board of Directors at a regularly scheduled Board meeting, providing that a Notice of Proposed Amendment is given to all Officers and Directors as least thirty days in advance. Such an amendment will be effective immediately but may be revoked as may any provisions passed pursuant to the amendment in question by a two-thirds majority of the membership present at the next General Meeting of the membership, provided that a Notice of Proposed Amendment is provided to the membership with the notice of the meeting, at least thirty days in advance.

Second Amendment

3.0 Definition of the Temagami Area

For the purposes of Nastawgan Trails Inc., the Temagami area is bounded in the east by Lake Temiskaming and the Ottawa River, in the west by the Sturgeon River and the west boundary of Lady Evelyn-Smoothwater Provincial Park, in the north by latitude 47 degrees 40 minutes, in the south by latitude 46 degrees 35 minutes, excluding all developed areas.

Dissolution of Nastawgan Trails Inc.

Nastawgan Trails Inc. may be dissolved by a two-thirds vote of the Board of Directors at a regularly scheduled board meeting, providing that a Notice of Proposed Dissolution is given to all Officers and Directors at least thirty days in advance. Such a motion must be approved by a two-thirds majority of the membership present (including proxies) at the next General Meeting of the membership, providing a Notice of Proposed Dissolution is mailed to the membership with the notice of the general meeting, at least thirty days in advance. Should Nastawgan Trails Inc. cease to exist, any proceeds remaining will be given to a qualified donee under the Income Tax Act.

The effective date of this second amendment of the constitution is November 19th, 2005.

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BYLAWS

1.0 General Meetings of the Membership
2.0 Board of Directors
3.0 Officers and Directors
4.0 Fiscal Year
5.0 Changes to the Bylaws

1.0 General Meetings of the Membership

1.1 Annual General Meeting

Nastawgan Trails' Annual General Meeting (hereafter known as the "AGM") will be held in the Temagami area, at a location chosen by the Board of Directors, in November of each year. Notice of the time, the location, a proxy form, and the agenda of the AGM will be given to the membership by mail at least thirty days in advance.

1.2 Special General Meetings

Special General Meetings of the NTI membership may be held at any time chosen by the President, providing that notice of the time, the location, a proxy form, and the agenda is given to the membership by mail at least thirty days in advance.

1.3 Quorum at General Meetings

A quorum at General Meetings will consist of half the membership plus one, proxies included.

1.4 Voting and Proxies

Each member of NTI has one equal vote at a General Meeting. Members of NTI who are unable to attend a General Meeting may vote by proxy in the Board of Directors election and on any other matters arising at the General Meeting. Those wishing to vote by proxy are required to fill out and sign a proxy form, to be included with the notice of the General Meeting.

1.5 Order of Business at the AGM

The following is the order of business at the Nastawgan Trails Inc. AGM:
1. Proof of proper notice of meeting;
2. Reading of minutes of last AGM;
3. President's Report;
4. Secretary-Treasurer's Report;
5. Election of Officers and Directors;
6. Committee Reports;
7. Other Reports;
8. Other Business.


1.6 Election of Officers and Directors

The NTI membership will elect the Board of Directors at the AGM. Officers to be elected include the President and the Secretary-Treasurer. There are five Directors to be elected. NTI members who wish to stand for election to the Board of Directors must be nominated in writing by a member of NTI prior to the AGM. A Board member who is not standing for re-election will chair a nominating committee, to be responsible for the fair conduct of the election.

1.7 Resignation of Officers and Directors

NTI Officers or Directors may resign upon written notification presented to a meeting of the Board of Directors.

2.0 Board of Directors

2.1 Role of the Board of Directors

The board of Directors (hereafter known as the "Board") consists of two officers, being the President and the Secretary-Treasurer, and five Directors. The Board may adopt any rules and regulations for the conduct of their meetings and the management of Nastawgan Trails Inc. that further NTI's objectives and are consistent with the laws of Ontario.

2.2 Meetings of the Board of Directors

There will be a minimum of ten board meetings per year held at the discretion of the board. Board members unable to attend in person may participate by phone, fax, mail or email.

2.3 Special Meetings of the Board of Directors

The President may call special meetings of the Board whenever he or she wishes, or whenever requested to do so by any three Board members, to be held at a time and location chosen by the President, providing three business days notice is given to each Board member. In case all Directors are present, or consent orally or in writing, a meeting of the Board of Directors may be held at any time without any previous notice of meeting. In the absence, inability, or refusal of the President to act, a special meeting of the Board may be called by any three Board members. It is the responsibility of the Secretary-Treasurer to inform each member of the Board at least three business days prior to such meetings.

2.4 Quorum at Board Meetings

Quorum at Board meetings if four. Any Board member who cannot attend a meeting must notify the facilitator at least forty-eight (48) hours in advance. If the facilitator feels that quorum will not be met, he or she may cancel the meeting.

2.5 Meeting Facilitation

Each meeting of the Board of Directors will be facilitated by an Officer or Director, to be chosen by consensus at the end of the previous Board meeting. The Facilitator will be responsible for seeing that the affairs of the meeting are conducted in an efficient and professional manner.

2.6 Official Spokesperson

From time to time, the Board may appoint an Official Spokesperson to represent the views of Nastawgan Trails Inc. to the media, at negotiations, or in any other circumstance.

3.0 Officers and Directors

3.1 Role of the President

The President must, at all times, act and abide by the goals and objectives of Nastawgan Trails Inc. The President will provide direction and leadership for all aspects of NTI activities. He or she will see to it that all business of NTI is conducted in a proper and efficient manner, and in particular will:
Chair the Annual General Meeting;
Represent NTI at functions which concern the business of NTI;
In the absence, inability, or refusal of the Secretary-Treasurer to perform his or her duties, the president will perform all duties of that office until an Acting Secretary-Treasurer is appointed by the Board.

3.2 Role of the Secretary-Treasurer

The Secretary-Treasurer must, at all times, act and abide by the goals and objectives of Nastawgan Trails Inc. The Secretary-Treasurer will be responsible for the keeping of all the funds of NTI, and, in particular, will:
1. At all reasonable times exhibit the books and accounts to any Board member;
2. Give bonds for the faithful performance of his or her duties as the Board may decide.
3. Be responsible for preparing the agenda and minutes for each meeting of the Board of Directors, and for the AGM;
4. Keep all books required to be kept under the provisions of the laws of Ontario;
5. Keep a record of any changes made to the Constitution and Bylaws by the Board, and amend them accordingly; and
6. In the absence, inability, or refusal of the President to perform his or her duties, the Secretary-Treasurer will perform all duties of that office until an Acting President is appointed by the Board.

3.3 Role of Directors

The Directors must, at all times, act and abide by the objectives of Nastawgan Trails Inc. The five Directors are responsible for providing direction and leadership in all aspects of NTI activities.

3.4 Continuity in the Board of Directors

A maximum of four members of the Board of Directors will be replaced at an AGM in order to provide continuity from one Board to the next. There will be an election for the President, the Secretary-Treasurer, and two of the five Directors at each AGM. No Director will sit on the Board for more than three years without being re-elected by the membership.

3.5 Portfolios

Each Officer and Director will be responsible for a portfolio, and will chair a committee overseeing that portfolio. The Board has the authority to create portfolios as it sees fit. All NTI members are encouraged to sit on and participate actively in NTI committees.

3.6 Consensus and Voting

Decisions to be made by the Board should be arrived at through consensus. Failing consensus, decisions will be made by a majority vote. Each Officer and Director will have one equal vote. Any Board member may request a recorded vote, to be called in alphabetical order. Board members may vote by phone, or by proxy.

3.7 Payment of Monies

All cheques, drafts, notes, and orders for the payment of monies will be signed by any two of the following: President, Secretary-Treasurer, and one Director as appointed by the Board.

3.8 Appointment of Officers and Directors

The Board has the authority to appoint Officers and Directors between Annual General Meetings in order to fill vacant positions. Appointed Officers and Directors must be elected to the Board at the next AGM if they wish to retain their position.

3.9 Termination of an Officer or Director

Actions of each Officer and Director must, at all times, be in line with the objectives of NTI. Further, no Officer or Director will miss three consecutive regular Board meetings without written explanation to be submitted to the Board. Failure to fulfill these responsibilities may result in the Officer's or Director's term being terminated at the discretion of a two-thirds majority of the remainder of the Board.

4.0 Fiscal Year

The fiscal year for NTI shall be January 1 to December 31.

5.0 Changes to the Bylaws

Changes to the Bylaws are to be accomplished through consensus of all members of the Board of Directors at a regularly scheduled Board meeting, providing Notice of Proposed Amendment has been given at the previous regular Board meeting. Failing consensus, changes must be approved by a two-thirds vote of members present, including proxies. Changes to the Bylaws must be ratified by a two-thirds majority of the membership present, including proxies, at the next scheduled AGM, providing that a Notice of Proposed Amendment is mailed to the membership with the notice of the meeting, at least thirty days in advance.

First Amendment

1.3 Quorum at General Meetings

A quorum at General Meetings will consist of half the members present plus one, proxies included.

1.5 Order of Business at the AGM

1.5.2 Reading and acceptance of minutes of last AGM;

1.6 Election of Officers and Directors

The NTI membership will elect the Board of Directors at the AGM. Officers to be elected include the President and the Secretary-Treasurer. There are eight Directors to be elected. NTI members who wish to stand for election to the Board of Directors may be nominated in writing by a member of NTI prior to the AGM or may be nominated or announce his/her candidacy at the AGM. A Board member who is not standing for re-election will chair a nominating committee, to be responsible for the fair conduct of the election.

1.7 Resignation of Officers and Directors

NTI Officers or Directors may resign upon written notification presented to the President, Secretary/Treasurer or the Board of Directors. Upon resignation all pertinent documents and property will be deposited with the Board.

1.8 The affairs of Nastawgan Trails Inc. will be carried out in accordance with Robert’s Rules of Order.

2.1 Role of the Board of Directors

The board of Directors (hereafter known as the "Board") consists of two officers, being the President and the Secretary-Treasurer, and eight Directors. The Board may adopt any rules and regulations for the conduct of their meetings and the management of Nastawgan Trails Inc. that further NTI's objectives and are consistent with the laws of Ontario.

2.4 Quorum at Board Meetings

Quorum at Board meetings is half the active Board members plus one. Any Board member who cannot attend a meeting should notify the facilitator at least forty-eight (48) hours in advance. If the facilitator determines that quorum will not be met, he or she may cancel the meeting.

3.2 Role of the Secretary-Treasurer

The Secretary-Treasurer must, at all times, act and abide by the goals and objectives of Nastawgan Trails Inc. The Secretary-Treasurer will be responsible for the accounting of all the assets of NTI, and, in particular, will:

3. Be responsible for preparing the agenda and minutes for each meeting of the Board of Directors, the AGM and special meetings of the Board or Membership;

3.3 Role of Directors

The Directors must, at all times, act and abide by the objectives of Nastawgan Trails Inc. The eight Directors are responsible for providing direction and leadership in all aspects of NTI activities.

3.4 Continuity in the Board of Directors

A maximum of five Officers and Directors will be replaced at an AGM, excluding additional vacancies, in order to provide continuity from one Board to the next. No Officer or Director will sit on the Board for more than three years without being re-elected by the membership.

3.9 Termination of the tenure of an Officer or Director