Enacting Date: April 19, 2007 with minor editing corrections on August 12, 2007
Confirmed by the Annual General Meeting on September 2, 2007.
Patterson Lake Association of Lanark Highlands
Articles and By-Laws
ARTICLE 1- NAME
The name of the Association is: Patterson Lake Association of Lanark Highlands.
ARTICLE 2 - PURPOSE
The purposes of the Patterson Lake Association of Lanark Highlands are:
a. To provide a means of conveying information, making decisions, and taking
coordinated action on matters that affect the entire lake; and,
b. To provide a central contact for communications internally between members, and
externally to persons or organizations which have an interest in Patterson Lake.
ARTICLE 3 - GAIN FOR MEMBERS
The corporation shall carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in promoting its objectives.
This constitution comprises two By-Laws:
By-Law #1
By-Law #1 is a by-law relating generally to the transaction of the business and affairs of the Patterson Lake Association of Lanark Highlands (hereinafter called the "Association.")
Section One - Membership
1.01 Members. - Membership is open to all persons who own property in the Township of Lanark Highlands on Joe's Crescent, Nelson Way, Porcupine Way, White Pine Lane, Lakeside Road, Hardwood Ridge Road, Parsons Way, Parsons Lane, Fairs Way, or Fairs Lane, or to all persons who own property that includes a shoreline on Patterson Lake, or have deeded access to the shoreline. A member of the Association will be all such persons who are eligible for membership and annually pay the prescribed due. A person can only have one membership regardless of the number of properties that he or she owns on the above named roads, or the number of properties that have Patterson Lake shoreline. There shall be one voting member per property.
1.02 Register of Members. - The Association will keep a register of members in which is set out the names and address of all members.
1.03 Fees. - Members will pay such fees as are decided by the Board of Directors, and communicated at each AGM.
Section Two - Business of the Association
2.01 Head Office. - The head office of the Association shall be in the County in which the lake is situated.
2.02 Corporate seal. - The corporate seal of the Association shall be in the form impressed below on the last page of this document.
2.03 Financial year. - The financial year of the Association shall be from August 1 to July 31 in each year.
2.04. Execution of instruments. - Deeds, transfers, assignments, contracts, obligations, certificates and any other instruments will be signed on behalf of the Association by the President and one other officer. From time to time, the Board of Directors may designate another person to sign an instrument on behalf of the Association.
2.05. Banking Arrangements. - The banking business of the Association shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board of Directors. Banking business will be transacted under such agreements, instructions and delegations of power as the Board of Directors may authorize.
2.06. Auditor(s). - As required by the Corporations Act, there shall be one or two auditors appointed by the Board of Directors. Such appointments shall be confirmed by majority vote at the next Annual General Meeting. A member may be appointed auditor provided the Board of Directors considers that the appointed member can conduct the audit in an independent manner, and bearing in mind that an auditor who is a member of a non-profit corporation has a dual duty to the members of the Corporation and to the government for whom he carrying out the audit. Members of the Board of Directors or their immediate family shall not be appointed as an auditor.
2.07 Political Involvement. - The Association shall not engage in partisan politics. The Association shall not endorse any candidate for political office.
Section Three - Directors/ Board of Directors
3.01 Number of directors and quorum. - The number of elected directors will be six. The immediate Past President shall be a voting member of the Board. A quorum of directors for the transaction of business will be three. (Revised by AGM on September 18, 2010)
3.02 Qualification. - No person shall be eligible for election or appointment as a director unless he/she is twenty-one or more years of age and is, at the time of election, a member of the Association.
3.03 Election and term. - The directors will be elected by the membership at an Annual General Meeting, and will form the Board of Directors. The Board of Directors of the Association shall be one elected representatives from each of the six road areas on Patterson Lake. For the purposes of the organization, the grouping of the roads into road areas shall be:
a. Joe's Cres/Nelson Way;
b. Porcupine Way;
c. White Pine Lane/Lakeside Road;
d. Hardwood Ridge Road;
e. Parsons Way/Parsons Lane/5th Concession B; and,
f. Fairs Way/Fairs Lane.
At the first meeting after the Annual General Meeting, the elected representatives shall elect a president, a vice president, a secretary, and a treasurer. The remaining two members shall be known as directors.
Directors will be elected for a term of 1 year. All directors' terms will expire at the adjournmentof the next Annual General Meeting after the one at which they are elected. Directors are eligible to stand for re-election. Any increase or decrease in the number of directors shall be approved by resolution of the Board of Directors and ratified at an Annual General Meeting. The election will be by show of hands unless a ballot is demanded by any member.
The retiring Board of Directors will act as a Nominating Committee, putting forward a slate of directors to the membership at the Annual General Meeting. Nominations from the floor will be called and if the nominee meets the qualifications and wishes to let his/her nomination stand, he/she will be added to the slate for the vote by the membership. In no circumstances however shall two persons from one road area be elected as directors. The chair must conduct an election by ballot of property owners from the particular road area where two persons have been nominated in order to put forward one person from a road area. When a slate of one person from each of the road areas has been nominated, a vote shall be called to elect the nominees. Nothing in these rules prevents electing directors if one or more road areas decline to nominate a person, or no person can be found to represent a road area. Voting will be by a show of hands, unless a member requests a vote by ballot. The candidates with the majority of votes are elected to the board.
3.04 Removal of directors. - The members may, by resolution passed by at least two-thirds of the votes cast at an Annual General Meeting, remove any director for cause before the expiration of their term of office and may, by a majority vote at that meeting, elect a member from the removed director's road area to serve the remainder of the term.
3.05 Vacation of office. - The office of a director will be vacated upon the occurrence of any of the following events:
(a) if a receiving order, as defined by the Incorporations Act, is made against that director or if that director makes an assignment under any Bankruptcy Act;
(b) if an order is made declaring the director to be a mentally incompetent person or incapable of managing his or her affairs;
(c) if the director is removed from office by resolution of the members as provided in section 3.04 or,
(d) if by notice, in writing to the Association he or she resigns his or her office.
3.06 Vacancies. - Vacancies on the Board of Directors may be filled for the remainder of the term of office either by members at a general meeting called for that purpose or by the Board of Directors if the remaining members constitute a quorum.
3.07 Calling of Meetings. - Meetings of the Board of Directors shall be held from time to time at the call of the president, or any two directors. Notice of the time and place of every meeting will be given to each director not less than 7 days before the time when the meeting is to be held, save that no notice of a meeting is necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held.
3.08 First meeting of new Board of Directors. - Provided a quorum of directors is present, each newly elected Board of Directors may without notice hold its first meeting immediately following the meeting of members at which such Board of Directors is elected. If meeting is not held then, it shall held within two months following the meeting which elected the Board of Directors.
3.09 Place of meeting. - Meetings of the Board of Directors will normally be held in the County in which the lake is situated, or can be held virtually by telephone or electronic mail if all of the directors agree.
3.10 Chair. - The president or, in the absence of the president, the vice-president will chair any meeting of directors. If no such officer is present, the directors present will choose one of their number to be chair.
3.11 Votes to govern. - At all meetings of the Board of Directors, consensus will be sought on every question. Where consensus is not obtained, decisions will be reached by a majority of votes cast on the question. In the case of an equality of votes the chair of the meeting will be entitled to a second or casting vote.
3.12 Declaration of interest. - It will be the duty of every director of the Association to declare his/her interest when he/she is in any way, directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Association to the extent, in the manner and in the time required by the Corporations Act.
3.13 Interests of directors in contracts. - Subject to the provisions of the Corporations Act, and to the declaration of interest in 3.12 above, no director will be disqualified by his/her office from contracting with the Association.
3.14 Remuneration. - The directors will not be entitled to remuneration for their services, but the Board of Directors may authorize the payment by the Association to any director for reasonable out-of-pocket expenses incurred by that director in the performance of duties or otherwise in connection with the affairs of the Association.
3.15 Other Committees.
The Board of Directors may from time to time appoint such committee or committees as it deems necessary with such powers and duties as it sees fit. Any such committee may formulate its own rules of procedure, subject to regulations or directions as the Board of Directors may from time to time make.
Section Four - Officers
4.01 Officers. The officers of the Association will consist of a president, a vice president, a secretary, and a treasurer.
4.02 Agents and attorneys. - The Board of Directors will have the power from time to time to appoint agents or attorneys for the Association in or out of Canada with the powers of management or otherwise (including the power to sub-delegate) as may be thought fit.
Section Five - Protection of Directors and Officers
5.01 Limitation of Liability. - No director of the Association will be liable for the acts, receipts, neglects or defaults of any other director or employee, or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of any security in or upon which any moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of that director's office or in relation thereto unless the same are occasioned by that director's own willful neglect or default.
5.02 Indemnity. - Every director of the Association and their heirs, executors and administrators and estate and effects, respectively, will from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against: a) All costs, charges and expenses whatsoever that such director sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or things whatsoever made, done or permitted by a director in or about the execution of his or her office; and b) all other costs, charges and expenses that he/she sustains or incurs in or about the affairs of the Association except such costs, charges or expenses as are occasioned by that director's own willful neglect or default.
Section Six - Meetings of Members
6.01 Annual General Meetings. - The Annual General Meeting of the members will be held on the Sunday of Labour Day weekend each year, or at such time and on such a day as the Board of Directors may from time to time determine, for the purpose of receiving the reports and statements required by the Corporations Act to be placed before the annual meeting, electing directors, appointing auditor(s) and fixing or authorizing the Board of Directors to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.
6.02 Special meetings. - The Board of Directors or the president or vice-president or any two directors will have the power to call a special meeting of the members at any time.
6.03 Place of meeting. - Meetings of members will be held in the County in which the lake is situated or at any other place within reasonable distance if the Board of Directors so determines.
6.04 Notice of meeting. - Notice of the time and place of each meeting of members will be given not less than ten days before the day on which the meeting is to be held. Notice will be by posting of notices in the local group postal boxes, other public places, or by mailing the same to each person who is entered in the current books of the Association as a member. Notice of a special meeting of the members will state the general nature of the business to be transacted. The auditor of the Association is entitled to receive all notices and other communications relating to any meeting of members that any member is entitled to receive.
6.05 Chair and Secretary. - The president, or in his/her absence a vice-president, will chair any meeting of members. If no such officer is present within fifteen minutes from the time fixed for holding the meeting, the members present will choose one of their own number to be chair. !f the secretary of the Association is absent, the chair will appoint some other member to act as secretary of the meeting.
6.06 Persons entitled to be present. - The only persons entitled to attend a meeting of the Association are the members, the auditors of the Association, and others who, although not entitled to vote, are entitled or required under any provision of the Corporations Act to be present at the meeting. Any other person may be admitted on the invitation of the chair of the meeting and with the consent of the meeting.
6.07 Quorum. - A quorum for the transaction of business at any meeting of members will be twenty percent of the total membership.
6.08 Right to vote. - At any meeting of members, every property will be entitled to have one person vote on each motion. The chair shall ensure through the use of voting cards or other means that only one person per property votes.
6.09 Majority of vote. - On any question, save questions related to the amendment of the Constitution or By-laws, a simple majority of 50% + one of votes cast is deemed sufficient and binding. Questions relating to the Constitution and By-laws will require a majority of 2/3 + one of votes cast in order to be adopted.
6.10 Casting Vote. - In case of an equality of votes or a division of votes precisely split on Constitution or By-law issues 2/3 to 1/3, the chair of the meeting shall be entitled to an additional or casting vote.
6.11 Show of hands. - Any question at a meeting of members will be decided by a show of hands and a declaration by the chair that the vote upon the question has been carried.
6.13 Polls. - After a show of hands has been taken on any question, any member may demand a poll. A poll so demanded will be taken in such a manner as the chair shall direct. In the case of a poll, each household that has a member will be entitled to one vote and the result of the poll will be the decision of the members upon the question.
6.14 Adjournment. - The chair at a meeting of members may, with the consent of the meeting and subject to the conditions as the members may decide, adjourn the meeting.
Section Seven - Notice
7.01 Method of giving notice. - Any notice to be given to a member, director, or auditor will be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his or her last address as recorded in the books of the Association or if mailed by prepaid ordinary or air mail addressed to said address or if sent to said address by any means of telephone, wire or wireless or any other form of transmitted or recorded communication. The secretary or officer so delegated by the Board of Directors may change the address on the Association's books of any member, director, officer or auditor in accordance with any information believed to be reliable. A notice so delivered shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.
7.02 Computation of time. - In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice will be excluded and the date of the meeting or other event will be included.
7.03 Omissions and errors. - The accidental omission to give any notice to any member, director, or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any act
7.04 Waiver of notice. - Any member, director, or auditor may waive any notice required to be given to him/her under any provision of the Act, the letters patent, the By-laws or otherwise and such waiver shall cure any default in giving such notice.
Section Eight - Effective date and amendments
8.01 Effective date. - All By-laws will come into force when approved by the Board of Directors and remain in effect until confirmed by a general meeting of the members. If the By-laws are not confirmed by the next Annual General Meeting, the previously approved By-Laws will continue in effect.
8.02 Amendments.- Changes to the Constitution or By-Laws must be approved by a two-thirds majority vote at an Annual General Meeting.
BY-LAW #2
By-law No. 2 is a by-law respecting the borrowing of money, the issuing of securities and the securing of liabilities of the Patterson Lake Association of Lanark Highlands (herein after called the "Association")
BE IT ENACTED that:
1. The Board of Directors may from time to time: a) borrow money upon the credit of the Association in such amounts and upon such terms as the Board of Directors may deem expedient; b) issue, sell or pledge securities (including bonds, debentures, debenture stock or other such liabilities) of the Association in such amounts and upon such terms as the Board of Directors may deem expedient; and c) charge, mortgage, hypothecate or pledge in such amounts and upon such terms as the real or personal property of the Association (both present and future), including book debts and unpaid dues, fees, rights, powers, franchises and undertaking, to secure any such securities or any other obligation or liability of the Association. 2. The Board of Directors may from time to time delegate to one or more of the directors of the Association all or any of the powers conferred by this By-law to such extent and in such manner as the Board of Directors shall determine at the time of each such delegation.
PASSED by the Board of Directors the 19th day of April, 2007 with confirmation of minor editing changes on the 12th day of August, 2007.
Lorne Bowerman
President
Rhodena Bell
Secretary
CONFIRMED by the members the 2nd day of September, 2007.
Rhodena Bell