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Heritage Village, Vineland, Ontario

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pompous directorHeritage Village Recreation Club Corporation

HVRC is a Not-for-profit corporation under Part III of the Ontario Corporations Act operating without share capital. It is to "carrying on, without financial gain, any patriotic, religious, professional, sporting or athletic character of benefit to the community". In this case, it falls under the Government’s definition of an incorporated social or recreational club, not a charity.  The voting Membership consists of 370 residential owners and total Members are about 604 residents.  The HVRC has responsibility over the clubhouse and sponsors social activities, but has no jurisdiction over the Village.

Mission Statement

" The objective of the Corporation is to provide the residents of Heritage Village with a broad range of programs and activities to enhance the quality of life in this community.  To assist in meeting this objective, the Corporation will operate and maintain the Clubhouse and outdoor amenities area and will participate in matters affecting the common interests of property owners and residents of the Heritage Village Community."  from: New Residents' Welcome Booklet 2009.

 

Members or Shareholders?". 

The Clubhouse was designed to be the "heart" of the community with the goal to ensure the residents "Live Younger Longer".  Some early descriptions stated that the Clubhouse will be "owned equally" by every resident, run by a Residents' Association.  This never happened.  Clubhouse ownership was transferred from the Developer to a not-for-profit corporation (no shares issued).  John R. Hawley, President of  Heritage Village (Vineland) Ltd.). outlined on May 1, 1995 to all homeowners, that a corporation would be formed and it would issue "Memberships" (not "shares"), which entitled them to one vote at General Meetings.

The lawyer, G.G. Parker from the firm Chown and Cairns (St. Catherines), worked with an ad hoc "Clubhouse Turn Over Committee" co-chaired by the late Jack van Zon and Keith Baker, to form the corporation. Other key members were Stan Beaton, Pat Kearns and Larry Sheehan.

The initial Board of Directors were to be the Presidents of each Condominium Corporation, a freehold representative and John Hawley (President of  HVVL). Turn-over of the clubhouse, to the new Board of Directors, complete with furnishings, equipment and $30,000 in play money, took place September, 1996.  The Heritage Village Recreation Club Inc. (HVRC) was born.

What is the HVRC? 

It is not an informal club or Village Residents’ Association.  As a not-for-profit corporation it is a separate legal entity, distinct from its members and has the capacity to own property, to sue and be sued. This gives limited liability protection to most of its members with the following advantages:

Members are not liable, for the corporation’s debts and obligations.

The organization continues while membership may change.

Corporation owns property in its name, regardless of membership change.

 It can  bring a legal action in its own name. 

 It can better receive government grants, because of implied stability. 

The corporation can do  banking, owning real estate or signing a lease or contract.

A majority of the members of the corporation have the power to bind the others by their acts.

The constitution or by-laws of the corporation, the election of directors and the calling of meetings of members are all governed by the Corporations Act.  This requires reporting on a regular basis to the Ontario Government. Failure to comply renders the Corporation and its Directors and Officers liable to certain penalties, or ultimately cancellation of the charter and dissolution of the corporation. The Directors and Officers are liable for debts and obligations such as unpaid wages of Clubhouse staff.

Who owns the Stuff?

One of the main differences between a charity and another type of not-for-profit corporation is that upon dissolution, a charity is required to distribute its remaining assets to other charities, not to its members, whereas other types of not-for-profit corporations may (unless prohibited by charter or by-laws) on dissolution, distribute  remaining assets among all members.

Everything that is done, under the umbrella protection of this legal entity must follow the rules for a not-for-profit corporation.  Individual clubs and social groups who engage in fund raising, or spend HVRC Members’ money, must meet the obligations set out above.  There can be no personal gain – and upon dissolution of any such club, the assets and money must be turned over to the HVRC legal entity.  Failure to do so, would jeopardize the not-for-profit status of HVRC. The tax liability on assets that flow to individual members, without proper dissolution of the corporation, is at the rate of 100%, in addition to possible legal penalties.

Board of Directors & Committees

Keeping the clubhouse going, and the not-for-profit goals alive, is hard work.   All residents should appreciate the volunteer efforts of all who serve as Directors, Committee Chairs and Officers.  It is not just an unpaid job, but also a serious legal responsibility.  Committees report to the Board of Directors.

Select your Directors wisely at the annual General Meeting (in June).  Pay attention to the results of monthly Board of Director meetings, They are held the second Monday of the Month.  Minutes are stored in a binder in the clubhouse Lounge. 

 

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