LITTLE LAKE JOSEPH ASSOCIATION
BY-LAW NO. 1
A By-law relating generally to the transaction of the affairs of
LITTLE LAKE JOSEPH ASSOCIATION
BE IT ENACTED as a By-law of LITTLE LAKE JOSEPH ASSOCIATION (hereinafter referred to as the “Corporation”) as follows:-
1. The Head Office of the Corporation shall be in the Province of Ontario, and at such place therein as the directors may from time to time determine.
2. The seal, an impression of which appears in the margin hereof, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of a minimum of five (8) directors and a maximum of eight (12) directors, elected at the Annual General Meeting of the Corporation, each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Corporation. Each director shall be elected to hold office for a period of three (3) years. and shall be eligible for re-election if otherwise qualified. The directors of the Corporation may, by resolution passed by at least two-Thirds (2/3rds) of the votes cast at a general meeting of directors of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
VACANCIES, BOARD OF DIRECTORS
4. Vacancies on the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
The office of director shall be automatically vacated.
(a) If a director shall resign his office by delivering a written resignation to the Secretary of the Corporation.
(b) If he is found by a court to be of unsound mind.
(c) If he becomes bankrupt or suspends payment of compounds with his creditors.
(d) If, at a special general meeting of members, a resolution is passed by three-quarters (3/4) of the members present at the meeting that he be removed from office.
(e) On death.
Provided that if any vacancy shall occur for any reason in this paragraph contained, the directors by majority vote, may, by appointment, fill the vacancy with a member in good standing of the Corporation.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
6. A majority of the directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings maybe formally called: by the President or Vice-President or by the Secretary on direction of the President or Vice-President, or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered, given verbally, telephoned or electronically transmitted to each director not less than five (5) days before the meeting is to take place or shall be mailed to each director not less than seven (7) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A directors’ meeting may also be held, without notice, immediately following the annual meeting of the Corporation, The directors may consider or transact any business either special or general at any meeting of the board.
With the unanimous consent of all of the directors present at or participating in the meeting, a director may participate in a meeting of the board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed for the purposes of the Corporations Act and this by-law to be present at that meeting.
ERRORS IN NOTICE, BOARD OF DIRECTORS
7. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
VOTING, BOARD OF DIRECTORS
8. Questions arising at any meeting of directors shall be decided by a majority of votes of the directors present or participating by telephone, etc. as set out in Paragraph 6 hereof. In case of an equality of votes, the President or his assignee, in addition to his original vote, shall have no second or casting vote. All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President or his assignee that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice-President or such other director as the board may from time to time appoint for the purpose.
9. The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
10. The directors shall receive no remuneration for acting as such.
OFFICERS OF CORPORATION
11. There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than one office except that of President and Vice-President. The President shall be elected by the board of directors from among their number at the first meeting of the board provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected. The other officers of the Corporation need not be members of the board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board.
DUTIES OF PRESIDENT AND VICE-PRESIDENT
12. The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and membership certificates. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.
DUTIES OF SECRETARY
13. The Secretary shall be ex officio Clerk of the board of directors. He shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the seal of the Corporation and all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
14. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. He shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefore and shall render to the board of directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF OTHER OFFICERS
15. The duties of other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
EXECUTION OF DOCUMENTS
16. Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by the President alone and the seal of the Corporation shall be affixed to such instruments as require the same. Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President or by any person authorized by the board of directors. The President or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise
and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
17. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
18. The membership shall consist of the applicants for the incorporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by the board of directors. Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Corporation prior to acceptance of his resignation. Each member in good standing shall be entitled to one (1) vote on each question arising at any special or general meeting of the members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.
Each member shall promptly be informed by the Secretary of his admission as a member and a certificate of membership shall be issued.
19. The fees payable by members shall be $an amount as shall from time to time be fixed by the board of directors.
The Secretary shall notify the members of the dues or fees at any time payable by them and if any are not paid within thirty (30) days of the date of such notice the members in default shall thereupon automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated by vote of the board of directors.
ANNUAL AND OTHER MEETINGS OF MEMBERS
20. The annual or any other general meeting of the members shall be held in July or August each year at the head office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the directors and the financial statements shall be presented. The board of directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the Corporation. No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or telegraph, at least ten (10) days before the time fixed for the holding of such meeting; provided that any meeting of members may be held at any time and place without such notice if all the members of the Corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact.
ERROR OR OMISSION IN NOTICE
21. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Corporation.
22. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
23. A quorum for the transaction of business at any meeting of members shall consist of a majority of members present in person or represented by written proxy; provided that in no case can any meeting be held unless there are three (3) members present in person.
VOTING OF MEMBERS
24. Subject to the provision, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote and he may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he has paid all dues or fees, if any, then payable by him. At any meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, unless a poll be demanded. A declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall not be entitled to a second or casting vote.
25. Unless otherwise ordered by the board of directors, the financial year of the Corporation shall terminate on the 31st day of August in each year.
26. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation, shall be signed by the President or any director together with the Secretary, or such other officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors and any one of the signing officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation, or the same may be endorsed “for collection” or “for deposits” with the bankers of the Corporation by using the Corporation’s rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES FOR SAFE-KEEPING
27. The securities of the Corporation shall be deposited for safe-keeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the withdrawal of securities from deposit or the proceeds thereof.
28. Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or accountant shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid air or ordinary mail, or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch.
29. The directors may from time to time:
(a) borrow money on the credit of the Corporation: or
(b) issue, sell or pledge securities of the Corporation: or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
ADOPTION AND AMENDMENT OF BY-LAWS
30. The by-laws of the Corporation shall be adopted by the unanimous written decision of the Members of the Corporation evidenced by one or more copies of the decision, each signed by one or more Members. The by-laws of the Corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at a majority of the members present in person or represented by proxy at a meeting duly called for the purpose of considering the said by-law.
31. The Corporation may be dissolved by a vote of the majority of its Members at an Annual General Meeting or special meeting called for the express purpose of dissolutionment. Upon dissolution of the Corporation, all assets of the Corporation will be distributed to a registered Canadian not-for-profit Corporation designated by a majority vote of the Board of Directors.
32. Every director, officer and Member of the Corporation, and his or her heirs, executors, administrators, successors and assigns, and estate and effects, respectively, shall at all times be indemnified and saved harmless out of the funds of the Corporation, from and against:
(a) All costs, charges and expenses whatsoever that he, she or it sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, her, or it, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, her or it, in or about the execution of the duties of his, her or its office and/or done on behalf of the Corporation as authorized by the board of directors or Members.
(b) All other costs, charges and expenses that he, she or it sustains or incurs in or about or in relation to the affairs of the Corporation, except such costs, charges or expenses as are occasioned by his, her or its own willful neglect or default.
33. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
PASSED by the board of directors and sealed with the corporate seal as of the 5th day of August, 2012.