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General By-Laws

The Owners’ and Residents’ Association of Lake Bernard (Townships of Masham and Low)

Approval of General By-Laws

By-Law number 1, annexed hereto, entitled “General By-laws”, constitutes the original of the text of the General By-laws of the above-named corporation, as discussed and approved by the Provisional Directors of the corporation at their meeting of January 9, 1980, and by the members of the Executive of the Lake Bernard Cottagers Association, at their meeting of the same date.

Signed by:

Peter Porteous, Donald Jones, Paul Coderre, Liewellyn Stephens, David Muir, Ken Le Mesurier, S. Nelles

Not signed by:

Gilles Labelle, Judy Charbonneau, J. Pankhurst, G.W. Collins, Peter Van Veen, Paul Hempel (who approves hereby the said By-law number 1, although absent from the said meetings of January 9, 1980)


The Owners’ and Residents’ Association of Lake Bernard (Townships of Masham and Low)

By-law No. 1

General By-Laws

GENERAL PROVISIONS

1. Headquarters

The registered office of the corporation is established in the Municipality of La Pêche and in such location in said Municipality as the board of directors may determine.

2. Seal

The seal, the impression of which appears here in the margin, is adopted and recognized as the seal of the corporation.

MEMBERSHIP

3. Classes

The corporation shall be composed of two categories of members, active members and honorary members.

4. Active Members

The signers of the petition for incorporation and of the Memorandum of agreement are active members of the corporation.  Any other person may become an active member upon request and upon acceptance by the board of directors, by conforming to any other conditions of admission provided for by resolution of the board of directors, subject to the provisions of this By-law governing the suspension, expulsion and dismissal of members.

5. Honorary Members

It shall be permissible for the board of directors, by resolution, to designate any person as honorary member of the corporation provided however that the total number of honorary members in office represent no more that ten per cent (10%) of the total active members in good standing.

Honorary members shall not be required to remit any contribution, annual or other.  They shall have the right to attend general or special meetings of the members but shall not have the right to vote.  They shall not be eligible to become members of the board of directors or officers of the corporation.

6. Contributions

Contributions, weekly, monthly or other, which must be paid to the corporation by its active members, shall be established at such rate, and shall be payable at such time as shall be determined by resolution of the board of directors.

7. Membership Cards

It shall be permissible for the board of directors to provide for the issuance of membership cards to all active members in good standing, upon the conditions it may determine.  To be valid, these cards must carry the signature of the secretary in office.

8. Suspension and Expulsion

The board of directors may, by resolution, suspend for whatever period it may determine, or expel permanently, any active member who is in default of payment of his dues or contributions, or who violates any by-law of the corporation, or whose conduct or activities are judged by its board to be prejudicial to the corporation.  The decision of the board of directors to this end shall be final and without appeal and the board of directors is authorized to adopt and to follow in such regard the procedure that it shall determine from time to time.

9. Resignation

Any member, active or honorary, may as such resign by addressing a written notice to the secretary of the corporation.  A resignation, to be valid, must be accepted by the board of directors, and it shall not come into effect until the first


MEETINGS OF THE MEMBERSHIP

10. Annual Meeting

The general annual meeting of the members of the corporation shall be held on the date and at the place fixed each year by the board of directors, but within the last three months of the calendar year.

11. Special Meetings

All general special meetings of the membership shall be held as required on the date and at the place fixed by the board of directors. It shall be permissible for the president or for the board of directors to convene all such meetings. Moreover, the secretary shall be required to call a special general meeting of the members upon demand to this end, in writing, signed by a minimum of ten percent (10%) of the regular active members, and this within eight (8) days following receipt of such written request, which must specify the object of this special meeting. Should the secretary fail to call a meeting within the specified time, the meeting may be convened by the members who signed the written report.

12. Notice of Meetings

All meetings of the membership shall be called by means of a mailed notice indicating the date, the time, the location, and the agenda of the meeting. In the event of a special meeting, the notice shall make precise mention of the business that is to be transacted.

The notice of a meeting of the full membership shall be mailed at least two (2) days before the commencement of the meeting, except in the event of an urgent matter when the advance notice may be but five (5) days. The presence of an active member at any meeting, his written waiver of notice of any meeting, or his written approval of the minutes of such meeting shall cover the lack of notice regarding this member in the circumstances.

13. Quorum

Five (5) active members in good standing, present in person, shall constitute a quorum sufficient for all meetings, general or special , of the membership. No business shall be conducted at a meeting unless there is the required quorum at the opening of the meeting.

14. Voting

At all meetings of the membership, active members in good standing only shall have the right to vote, and each member shall have but a single vote. A vote by proxy is valid only if cast by an immediate member of a family residing in the same household as the said member.

At all meetings there will be an open vote. Questions submitted are decided by a majority of the votes of the active members present. In the case of a tie, the president has a second vote or deciding vote.


THE BOARD OF DIRECTORS

15. Number

The business of the corporation shall be administered by a board of directors composed of fourteen (14) members.

16. Eligibility

Any active member in good standing shall be eligible as a member of the board of directors and may fill such office

17. Duration of Office

Any member of the board of directors shall take office from the closing of the meeting at which he was nominated or elected. He shall remain in office until the next general annual meeting or until his successor is nominated or elected, unless in the interval he is retired from office pursuant to the provisions of this by-law.

18. Elections

Members of the board of directors are elected each year by the active members, during their general annual meeting. Any member whose term is up is eligible for re-election.

Any vacancy in the board of directors, whatever the cause, may be filled by resolution of the remaining members of the board of directors, for the unexpired balance of the term for which the member of the board of directors who occupied this office has been elected or nominated.

19. Retiring Director

Any member of the board of directors who tenders, in writing, his resignation to the board of directors, will cease to be a member of the board of directors from the time his resignation is accepted by resolution of the board of directors.

20. Remuneration

Members of the board of directors shall receive no remuneration for their services as such.


MEETINGS OF THE BOARD OF DIRECTORS

21. Frequency of Meetings

The directors of the board shall meet as often as is deemed necessary.

22. Convening of Meeting

Meetings of the board of directors are called by the secretary, at the president’s request or upon a written request of a majority of the members of the board of directors. The president may delegate authority from one officer to another, or to any member of the board of directors.

23. Notice of Convening of Meetings

Notice of the convening of any meeting of the board of directors may be oral. The notice shall be given at least twenty-four (24) hours in advance of the meeting. However, in cases of urgency, this notice may be given two (2) hours in advance. The presence of a member of the board of directors at a meeting of the board, his written waiver of notice of such meeting or his written approval of the minutes of such meeting, shall cover the lack of notice regarding this member in the circumstances.

24. Quorum and Voting

Five members, in office, of the board of directors shall be present at each meeting to constitute a quorum for the meeting. Any questions submitted shall be decided by the majority of votes, each member of the board of directors including the president, having the right to a single vote.


OFFICERS

25. Slate

The officers of the corporation shall be the president, first vice-president, second vice-president, secretary, and treasurer. The same person may combine the office of secretary and treasurer, in which case this office will be designated as the office of secretary-treasurer.

26. Elections

The board of directors shall, at its first meeting following the general annual meeting of the membership, and afterwards as the circumstances warrant, elect the officers of the corporation. These shall be elected from members of the board of directors, except for the secretary and the treasurer who may or may not be members of the board of directors.

27. Remuneration

Officers of the corporation shall receive, as such, no remuneration.

28. Delegation of Authority

In the event of the absence or incapacity of any officer of the corporation, or for any other reason judged sufficiently by the board of directors, the board may delegate the authority of such officer to any other officer or to any member of the board of directors.

29. President

The president is the chief executive officer of the corporation. This officer presides at all meetings of the board of directors and of the membership. This officer oversees the carrying out of decisions of the board of directors; signs all documents requiring his signature, fulfills all duties inherent to the office, and carries out all duties which may from time to time be assigned to him by the board of directors.

30. Vice-Presidents

In the event of the absence or incapacity to act of the president, the first vice-president or the second vice-president will act in his stead and exercise all the powers or functions of the president’s office.

31. Secretary

The secretary attends all meetings of the membership and of the board of directors, and takes minutes of the proceedings. This officer fulfills any other function incumbent upon him pursuant to this By-law or to any direction of the board of directors. This officer is keeper of the seal of the corporation, the book of minutes of meetings, and all other records of the corporation.

32. Treasurer

The treasurer is responsible for the funds of the corporation and their safekeeping, as well as for the corporation’s books of account. He keeps precise statements of the assets, debts, receipts and disbursements of the corporation in books provided for this purpose. He or any person designated by him deposits the funds of the corporation in banking institutions chosen by the board of directors.

33. Vacancies

If the office of any officer of the corporation becomes vacant by death or resignation, or for any other reason, the board of directors, by resolution, shall elect or nominate another qualified person to fill the vacancy for the unexpired portion of the term of office of the officer thus replaced.


COMMITTEES

34. The board of directors shall appoint such committees as it considers necessary and shall designate the extent of their respective duties; provided that only the board of directors may make the financial commitments for the corporation.


FINANCIAL PROVISIONS

35. Financial Year

The fiscal year of the corporation shall end on the thirtieth (30th) day of September of each year, or any other date fixed by the board of directors.

36. Books and Accounts

The board of directors shall direct the treasurer of the corporation to keep under his control one or more books of account in which shall be recorded all funds received or disbursed by the corporation, all assets of the corporation and all its debts or obligations, as well as all other financial transactions of the corporation. This book or these books shall be open at all times for examination by the president or by the board of directors.

37. Auditing

The books of account and the financial statements of the corporation shall be audited each year, as soon as possible after the end of the fiscal year, by an auditor chosen for this purpose at each general annual meeting of the membership.

38. Banking Affairs

All cheques, notes and other banking instruments of the corporation shall be signed by those who shall be designated for this purpose from time to time by the board of directors.

39. Contracts

Contracts and other documents requiring the signature of the corporation shall be previously approved by the board of directors, and upon such approval, shall be signed by the president or by one of the vice-presidents, and by the secretary or treasurer.

40. Amendments

This By-law may be amended by resolution of the members, at an annual general or special general meeting, provided that, with the notice of such meeting, notice is also given of the proposed amendment or amendments.

41. In this By-law, the masculine is taken to include the feminine wherever applicable.

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