Structure By-laws

Jewish Memorial Gardens is governed by these by-laws. All procedures will comply with the Funeral Burial & Cremation Services Act, 2002 and Ontario Regulation 30/11, which may be amended periodically. These by‐laws and any by‐law amendments are subject to the approval of the Registrar, Cemeteries Regulation Unit, Ministry of Consumer Services.

These by-laws are available to all members of the populations eligible to use the services of the Jewish Memorial Gardens.

The by-laws are available directly from the Jewish Memorial Gardens and from any of the synagogues with an Area of Control within the Jewish Memorial Gardens cemeteries.

 

All by‐law amendments will be:

 a. published once in a newspaper with general circulation in the locality in which
the cemetery is located;

b. conspicuously posted on a sign at the entrance of the cemetery; and

c. (if the by‐law or by‐law amendment pertains to markers or their installation)
delivered to each supplier of markers who has delivered a marker to the cemetery
during the previous year.

 

The Jewish Memorial Gardens has three portions of by-laws. This is the Structure By-laws.

The other two portions of by-laws are available upon request. Their titles, and the table of contents for each, are:

Governance By-laws Interpretation Directors a.  Duties and Number b.  Qualifications c.  Appointment of Directors d.  Assignment of Members Interests e.  Term of Office f.   Termination of Office Meetings of Directors a.  Notice b.  Omission of Notice c.  Adjournment d.  Regular Meetings e.  Annual Meetings f.   Quorum g.  Voting h.  Participation Other Than In-Person i.   Written Resolutions Powers of Directors a.  Administer Affairs b.  Expenditures c.  Borrowing Power d.  Fund Raising e.  Agents and Paid Positions f.   Remuneration of Agents and Paid Positions Remuneration of Directors For the Protection of Directors Indemnities to Directors and Others Interested Director Contacts a.  Conflict of Interest b.  Submission of Contracts or                      Transactions to Members for Approval Execution of Instruments By-Laws Auditors Financial Year Repeal

Operations By-laws Hours of Operation a. Burial and Visiting Hours General Conduct Liability Pets or Other Animals Right to Re‐Survey Who May be Buried Purchase of Interment Rights Indigent/Charity Burials Re-sale of Interment Rights Cancellation or resale of interment rights a. Cancellation of Interment Rghts within 30 Day Cooling‐Off Period b. Cancellation of Interment Rights after the 30 Day Cooling‐Off Period Record keeping requirements Privacy Policy Legal requirements pertaining to burial Caskets Prerequisite to Memorialization Memorialization Special Circumstances Care and planting Planting of Flowers Items that are prohibited and permitted Contractors and monument dealers Appendix A – Definitions

 

Preamble

In the event of a conflict between the Jewish Memorial Gardens By-laws and the Founding Members Agreement, it is the Founding Members Agreement that takes precedence.  In the event of a conflict between the Cemeteries Act (Revised) of Ontario and either these By-Laws or the Founding Members Agreement of July 2008, it is the Cemeteries Act that takes precedence.

The proposed By-Laws are intended to replace all previous By-Laws.  The history of previous By-Laws is as follows:

• BY-LAW NO. 1.  THE NEW JEWISH COMMUNITY CEMETERY OF OTTAWA INC. ENACTED this 3rd day of July, 2001
• BY-LAW NO. 2.  JEWISH MEMORIAL GARDENS  A By-law relating to the operation of a Cemetery under the Cemeteries Act (Revised), R.S.O. 1990. c. C.4.  ENACTED this 17 day of March, 2004
• Revised BY-LAW No.2.  JEWISH MEMORIAL GARDENS  A By-law relating to the operation of Jewish Memorial Gardens cemeteries (“Cemetery”) under the Cemeteries Act (Revised), R.S.O. 1990. c. C.4., owned and operated by Jewish Memorial Gardens.  This by-law replaces the former By-law No. 2 of Jewish Memorial Gardens which was enacted in March, 2004.
• BY-LAW NO. 3.  JEWISH MEMORIAL GARDENS  A By-law relating generally to the conduct and affairs of the Corporation and repealing By-law No. 1 of the Corporation enacted the 3rd day of July, 2001.  [Actually enacted in 2006.]

All previous By-Laws are superseded by the adoption of these By-Laws dealing with Governance, Structure, and Operations.

 

 

TABLE OF CONTENTS

Structure By-laws

1.     Committees

a.   Committees

b.   Appointment

c.   Term

d.   Committee Structure

e.   Paid positions

f.   Remuneration of Paid Positions

g.   Removal of Paid Positions

h.   Vacancies

i.   Duties of Officers may be Delegated

j.   Powers and Duties

2.     Notices

a.   Service

b.   Signature to Notices

c.   Computation of Time

d.   Proof of Service

3.     Appendix A – Definitions

 

 

 

Structure By-laws

1.  Committees

a.  Committees                                                                                                             The Board may from time to time appoint any other committee or committees, as it deems necessary or appropriate for such purposes and with such powers as the Board shall see fit.  Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. The Board may remove any committee member and may fix any remuneration for such committee members.

b.  Appointment                                                                                                                         The Board of Directors shall elect a Chair from among themselves.  Each incumbent Director shall continue in office until the earlier of:

• that Director’s resignation, which resignation shall be effective at the time the written resignation is received by the Corporation or at the time specified in the resignation, whichever is later;
• the appointment of a successor;
•  that Director ceasing to be a Director if such is a necessary qualification of appointment;
•  the meeting at which the Directors annually appoint the Directors of the Corporation;
•  that Director’s removal;
•  the Founding Member of the Corporation of which that Director is a member has assigned all or a portion of its right to control the cemetery land previously owned by that Founding Member to another Founding Member or another Jewish synagogue that becomes a Member of the Corporation as a condition to the assignment and the transferring Founding Member’s control over cemetery land is less than that of the Founding Member with the least amount of land as of the Transfer Date; or
•  that Director’s death.

 A Director may be appointed to Chair any of the Board, the Committees or the Sub- committees or any other office of the Corporation. Two or more of the aforesaid offices may be held by the same person with the exception that the Chair cannot hold any other offices during his or her tenure in that office. The Board of Directors may from time to time appoint such other Directors and agents as it shall deem necessary and they shall have such authority and perform such duties as may from time to time be prescribed by the Board of Directors.

c.  Term

A Director may be appointed to the Board office/position for a term of two (2) years.  A Director may be re-appointed to the same office.

d.  Committee Structure

There shall be an Executive Committee, a Budget and Finance Committee, a Property Committee, a Communications Committee and any other standing committees that the Board may choose to establish.

•  Executive Committee

The Executive Committee shall consist of at least the following five (5) Directors: namely Chair, Vice-Chair, Secretary, Treasurer and immediate Past Chair (or if not available or unwilling to serve, the first available antecedent for the position of Past-Chair).  Except for the Past Chair position, all Executive committee members must be elected to their positions by a vote of the Board.  Additional positions may be created on the Executive Committee at the will of the Board.  Such positions must have a description of Roles and Responsibilities and a specification of the calendar dates during which the position is to be in place.

 Additional committees for specific purposes may be appointed by the Executive Committee.  Such appointments must be announced at a meeting of the Board and entered into the minutes.

 The role of the Executive Committee is to support the Chair in the management of the affairs of the JMG. Its responsibilities include:

-serving the Board of JMG including the preparation for and the conduct of the      meetings of the Board;

-providing advice and attending committee meetings as necessary and facilitating communication between the Executive and the Board;

– monitoring the relationships between JMG, the Synagogues and the Community- at-large;

– monitoring the performance of paid Directors and staff; and

– appointing representatives to serve on, and to Chair, the Budget and Finance Committee and the Property Management Committee, the Communications Committee.

•  Role & Responsibilities of the Chair

The Chair shall be charged with agenda setting and the conduct of meetings of the Executive committee and of the Board.

 -The Chair is an ex-officio member of all Standing Committees;

 -The Chair is responsible to the Board and serves at the pleasure of the Board.

•  Role & Responsibilities of the Treasurer

The Treasurer shall be charged with financial responsibilities including:

-keeping full and accurate accounts of all receipts and disbursements of the
Corporation in proper books of account,

-depositing all monies and other available effects in the name and to the credit of the Congregation at such financial institutions as may be designated by the Board of Directors,

-disbursing the funds of the Corporation under the direction of the Board of
Directors,

-reporting to the Board of Directors on all transactions of the Treasurer and of the
Finance Committee,

-producing an annual statement to be reviewed by the appointed auditor or accountant of the Corporation, and

-serving as an ex-officio member of the Budget and Finance Committee.

 

• Role & Responsibilities of the Secretary

 The Secretary shall be charged with administrative and procedural responsibilities, including

-The Secretary shall give or cause to be given notices for all meetings of the Board of Directors or the executive committee, if any, and Directors when directed to do so and have charge of the corporate seal of the Corporation, the minute books of the Corporation and of the documents and registers referred to in Section 300 of the Act.

 -recording minutes of meetings of the Board of Directors and the Executive,

 -issuing all notices on behalf of the Board,

 -being the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation,

 -organizing, maintaining and distributing a Board manual to Directors containing the decisions and policies of the Board of Directors, as well as a current version of this Constitution,

 -administering attendance records at meetings of the Board of Directors, and

 -administering procedures for the nomination and election of Directors and other matters requiring voting at meetings of the Board of Directors.

•  Budget and Finance Committee

The Budget and Finance Committee is responsible to (a) develop a multi-year financial plan based on estimates of income and expenses, (b) annually develop a budget and (c) monitor expenditures. It will make recommendations as appropriate to the Board and will report matters of concern on a timely basis.

 This committee is to be chaired by the Treasurer.

• Property Management Committee

The Property Management Committee is responsible for the care and maintenance of facilities and property of the cemeteries.

This committee is to be chaired by a Vice-Chair.

• Communications Committee

Responsible for the communication, as necessary, with the Community-at-large and with other audiences as appropriate as well as with all aspects of publicity. In general, communication with the Synagogues is the responsibility of the Synagogue representatives.

 This committee is to be chaired by the Secretary.

 e.  Paid positions

 The Board of Directors may appoint an Executive Director and/or such assistants as may be required to operate and maintain the Cemetery.  These are paid positions. The Board of Directors may delegate to selected persons full power to manage and direct the business and affairs of the Corporation (except such matters and duties as by law must be transacted or performed by the Board of Directors and/or by the Directors) and to employ and discharge agents and employees of the Corporation or may delegate to that person any lesser authority.

• Executive Director.  An Executive Director shall conform to all lawful orders given by the Board of Directors of the Corporation and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Corporation.
• Contractor or Employee. This is an individual who is hired to contribute labour and expertise to perform a set of duties which are packaged into a job.
•  Officer.  This is an individual with the responsibility of performing the duties and functions of an office defined by the Jewish Memorial Gardens. The office will be defined as a set of duties and responsibilities and a rate of remuneration for the satisfactory performance of the duties and responsibilities.

f.    Remuneration of Paid Positions

The remuneration of all paid positions shall be determined from time to time by resolution of the Board of Directors.

 g.  Removal of Paid Positions

Any paid position, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board of Directors at any time, with or without cause.

 h.  Vacancies

 If any paid position of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Directors by resolution may appoint a person to fill such vacancy.

i.    Duties of Officers may be Delegated

In case of the absence or inability to act of any incumbent of a paid position of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate all or any of the powers of any such position to any other paid position or to any Director for the time being.

j.    Powers and Duties

All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Board of Directors.

2.  Notices

a.  Service

 Any notice or other document required by the Act, the Regulations, the Letters Patent, or the By-laws to be sent to any Director or to the auditor shall be delivered personally or sent by prepaid mail or by e-mail or by telegram or cable or facsimile to any such Director at their latest address as shown in the records of the Corporation and to the auditor at its business address, or if no address be given therein then to the last address of such Director known to the Secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

 b.  Signature to Notices

The signature of any Director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

 c.  Computation of Time

Where a given number of days’ notice or notice extending over a period is required to be given under the By-laws or Letters Patent the day of service or posting of the notice shall not, unless it is otherwise provided be counted in such number of days or other period.

 d.  Proof of Service

With respect to every notice or other document sent by e-mail or telephone or post it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in paragraph 58 of this By-law and put into a Post Office or into a letter box.  A certificate of an officer of the Corporation in office at the time of the making of the certificate as to facts in relation to the sending or delivery of any notice or other document to any Director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every Director, officer or auditor of the Corporation, as the case may be.

3.  Appendix A – Definitions

In these By-laws, unless the context otherwise specifies or requires, the following definitions apply:

“Act” means the Corporations Act, R.S.O. 1990, c. C.38 as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the By-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

“Area of Control” means the area or areas of the Jewish Memorial Gardens under the control of a specific synagogue.

“By-law” means any by-law of the Corporation from time to time in force and effect;

“Certificate” is the certificate of interment rights issued by Jewish Memorial Gardens.

“Care and Maintenance Fund” is the percentages of the interment rights purchase price set aside as required by the Ministry for the purpose of providing perpetual maintenance generally of the Cemetery or any particular part thereof.

“Corporation” means Jewish Memorial Gardens, an Ontario non-share capital corporation incorporated under the Act.

“Director” is the title for an individual named by a Member Synagogue to represent the Member Synagogue on the Board of the Jewish Memorial Gardens.  Each Director fully represents and speaks for the Member that he or she represents.  A Founding Member Synagogue may designate more than one person to represent it on the Board of Directors but only the number of votes available to that Member Synagogue may be cast when a vote is required at a board meeting.  See also “Member” and “Founding Member”.

“Employee” is an individual who is hired to contribute labour and expertise to perform a set of duties which are packaged into a job.  See also “Officer”.

“Founding Member” is the label for each of the synagogues that entered into a Founding Members Agreement (Machzikei Hadas, Beth Shalom, Agudath Israel, Temple Israel, Young Israel, Beit Tikvah) plus any other party who may from time to time become a member of the Corporation and have the right of control over certain parts of the land in the Jewish Memorial Gardens. The founding members are: Machzikei Hadas, Beth Shalom, Agudath Israel, Temple Israel, Young Israel, Beit Tikvah. These six shall be referred to collectively as the “Founding Members”.  See also “Member” and “Director”.

“Grave” (also known as Lot) means any in ground burial space intended for the interment of a child, adult or cremated human remains.

“Interment Right” means entitlement to burial and the erection of a Monument as established in this by-law.

“Interment Rights Holder” means the party or parties listed in the records as having purchased Interment Rights in the Cemetery.

“Interment Rights Certificate” is the document issued by the Cemetery to the purchaser once the interment rights have been paid in full, identifying ownership of the interment rights.

“Jewish Memorial Gardens” Is a corporation incorporated pursuant to the laws of the Province of Ontario.  May be referred to, in this document, as JMG or as the Corporation.

“Letters Patent” means the Letters Patent and any supplementary letters patent of the Corporation;

“Lot” is a single grave space.

“Marker” is any permanent memorial structure.

“Member” The term Member is always to be understood, in this document, to mean a Member Synagogue be that synagogue a Founding Member or a Member Synagogue that joins the corporation after the establishment of the Jewish Memorial Gardens.  See also “Founding Member” and “Director”.

“Ministry” means the Ministry of Consumer & Business Services Cemeteries Regulations Section, or any successor ministry or governmental department which administers cemeteries in Ontario.

“Monument” is any marker that is not flush with the ground.

“Officer” refers to an individual with the responsibility of performing the duties and functions of an office defined by the Jewish Memorial Gardens. The office will be defined as a set of duties and responsibilities and a rate of remuneration for the satisfactory performance of the duties and responsibilities.  See also “Employee”.

“Plot” is a parcel of land, sold as a single unit, containing multiple lots.

“Regulations” means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the By-laws of the Corporation to provisions of the regulations shall be read as references to the substituted provisions therefor in the new regulations; and

“Transfer Date” means on the day prior to a date in the calendar year 2008 to be determined by the Board of Directors of the Corporation, failing a determination of the Board of Directors, by October 31, 2008, shall be October 31, 2008.

“Trustees” means the trustees of Jewish Memorial Gardens.