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Thursday, 29 May 2008 21:55 |
BE IT ENACTED as a by-law of TRAFALGAR-CHARTWELL RESIDENTS’ ASSOCIATION INC. as follows:
1. INTERPRETATION
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 or corporations.
2. HEAD OFFICE
The Head Office of the Corporation shall be in the Town of Oakville, in the Province of Ontario, and at such place therein as the Directors may from time to time determine.
3. SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
4. BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a Board of no fewer than five and no more than twenty Directors, 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 until the first annual meeting after he shall be elected and qualified. The whole Board shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Corporation may, by resolution passed by at least two-thirds 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 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.
5. VACANCIES, BOARD OF DIRECTORS
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, otherwise such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected, 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 provided above.
6. QUORUM AND MEETINGS, BOARD OF DIRECTORS
Half of the Directors, but no fewer than three shall form 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 may be formally called by the President or Vice-President(s), or by the Secretary on direction of the President or Vice-President(s), or by the Secretary. Notice of such meetings shall be delivered or telephoned to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than three business 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 meetings 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.
7. ERRORS IN NOTICE, BOARD OF DIRECTORS
No error or omission in giving such notice for a meeting of the 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 and all proceedings taken or had thereat.
8. VOTING, BOARD OF DIRECTORS
Questions arising at any meeting of Directors shall be decided by a majority of votes. The Chairperson of the meeting will vote only when there is an equality of votes, in which case, the Chairperson shall have the casting vote. All votes at any 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 Chairperson that a resolution has been carried and an entry to the 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 a resolution. The President shall act as Chairperson. In the absence of the President his duties may be performed by a Vice-President or such other Director as the Board may from time to time appoint for the purpose.
9. POWERS
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 provide, 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.
10. REMUNERATION OF DIRECTORS
The Directors shall receive no remuneration for acting as such.
11. OFFICERS OF CORPORATION
There shall be a President, the Immediate Past President, one or two Vice Presidents, a Secretary and a Treasurer and such other officers as the Board of Directors may determine by by-law from time to time. The President, Vice President(s), Secretary and Treasurer shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. A Director may hold a maximum of two offices.
12. DUTIES OF PRESIDENT AND VICE-PRESIDENTS
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 minutes of meeting. During the absence or inability of the President, his duties and powers may be exercised by a Vice-President, and if a 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.
13. DUTIES OF SECRETARY
The Secretary shall be a Director. He shall 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 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.
14. DUTIES OF TREASURER
The Treasure shall be a Director. 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 or similar financial institution as may from time to time be designated by the Board of Directors. He shall invest Corporation funds as directed by the Board. 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 al 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.
15. DUTIES OF OTHER OFFICERS
The duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.
16. TERM OF OFFICERS
No member of the Corporation shall be qualified to be elected as an Officer of the Corporation in the event that such member has, immediately prior to the date for election of Officers, held the position of an officer for an uninterrupted period of three consecutive years, whether by virtue of election or appointment or partly both.
17. EXECUTION OF DOCUMENTS
Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by any two of the President, Vice Presidents, Secretary, Treasurer or any person authorized by the Board. 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 obligation of the Corporation may or shall be executed.
18. BOOKS AND RECORDS
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.
19. MEMBERSHIP
The membership shall consist of such individuals 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. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Eligibility for membership is defined as any resident who has attained the minimum age of 18 and resides in Oakville, within the residential area bounded on:
North by Queen Elizabeth Way
South by Lakeshore Road East
West by Sixteen Mile Creek
East by back-lot line of residences on east side of Chartwell Road
If a member’s immediate family resides with him in the same dwelling, then they are also members, without extra charge. Membership commences with the payment of the annual fee (dues) and admittance by Directors.
20. DUES
There shall be dues payable by members as determined by the Board of Directors from time to time.
21. ANNUAL AND OTHER MEETINGS OF MEMBERS
The annual general meeting of the members shall be held at a place in the Town of Oakville as designated by the Board on such day and at such time as the Directors may determine not more than three months following the year-end of the Corporation. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors and the financial statement shall be presented and a Board of Directors elected for the ensuing year. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The Board of Directors or the President or Vice-President(s) shall have power to call at any time a general meeting of the members of the Corporation. Notice of the time and place of every such meeting shall be given to all residents eligible for membership in the Corporation as described in “Membership” above, by either (i) depositing the notice in a public mailbox and sending it by prepaid mail ten (10) days before the time fixed for the holding of such meeting or (ii) hand delivery six (6) days before the time fixed for the holding of such meeting.
22. ERROR OR OMISSION IN NOTICE
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
23. ADJOURNMENTS
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 such adjourned meeting as might have been 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.
24. QUORUM OF MEMBERS
A quorum of members for the transaction of business at any meeting shall consist of not less than six members present in person who shall represent no less than four separate residences.
25. VOTING OF MEMBERS
Subject to the provisions, if any, contained in the Letters of Patent of the Corporation each member of the Corporation shall at all meetings of members be entitled to one vote. Subject to the provisions of paragraph 20, no member shall be entitled to vote at meetings of the Corporation unless he has paid all dues or fees, if any, then payable by him and has been admitted by Directors.
At all meetings of members every question shall be decided by a majority of the votes of the members present in person unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided by a show of hands unless a poll thereon is required or demanded. Upon a show of hands, every member having voting rights shall have one vote.
If a poll is required by the Chairperson of the meeting, or is demanded by a member who is present in person and entitled to vote on the question (whether the poll is required or demanded either before or after a vote has been taken upon the question by a show of hands), and such requirement or demand is not withdrawn, a poll upon the question shall be taken by ballot. Upon a poll, each member who is present shall (subject to the provisions, if any, of the articles of the Corporation) be entitled to one vote. A demand for a poll may be withdrawn.
A declaration by the Chairperson 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 in favour of or against such resolution.
In the case of an equality of votes at any meeting of members, either upon a show of hands or upon a poll, the Chairperson of the meeting shall be entitled to a second or casting vote in addition to the vote to which he is otherwise entitled.
26. OPERATING YEAR
Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st day of October in each year.
27. CHEQUES, ETC.
All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer, 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 such 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 deposit” with the bankers of the Corporation. 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 ma receive all paid cheques and vouchers and sign the bank’s forms of settlement of balances and release of verification slips.
28. NOTICES
Whenever under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be given either personally or telephoned or by depositing same in a post office or a public letter-box, in a prepaid, sealed wrapper addressed to the Director, Officer or member at his or their address as the same appears in the books of the Corporation. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in the post office or public letterbox as aforesaid. For the purpose of sending any notice the address of any member, Director or Officer shall be his last address as recorded on the books of the Corporation.
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