KAWAGAMA LAKE COTTAGERS’ GROUP INC.
KAWAGAMA LAKE COTTAGERS’ ASSOCIATION
THE CONSTITUTION – BY-LAW #2
The Head Office of the Kawagama Lake Cottagers’ Association shall be in the Hamlet of Dorset in the Township of Algonquin Highlands and at such place therein as the Directors may from time to time determine.
The affairs of the Association shall be managed by a Board of Directors, that shall consist of the President, Vice-President, Past President, Treasurer, and Secretary together with such other directorship portfolios for which there might be a need from time to time, each of whom at the time of their election or within ten (10) days thereafter and throughout the term of their office shall be a member of the Association.
ELECTION AND TERM OF DIRECTORS
A Director shall be elected to hold office until the third Annual Meeting after they have been elected or until his/her successor shall have been duly elected and qualified. The Board shall be retired at every third Annual Meeting but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot is requested by any member. The members of the Association may, by resolution passed by at least two-thirds (2/3) 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/her term of office, and may, by a majority of the votes cast at the meeting, elect any person in his/her stead for the remainder of his/her term.
REMUNERATION OF DIRECTORS AND OFFICES
Directors and Officers of the Association shall receive no remuneration for acting as such.
VACANCIES, BOARD OF DIRECTORS
Vacancies on the Board of Directors, however caused, may so long as a quorum on the Board or committee remains in office be filled by the members of the Board from among other qualified members of the Association, if they shall so see fit to do. Otherwise, such vacancies shall be filled at the next General Meeting of the members at which the Directors for the ensuing years are elected. However, if there is not a quorum on the Board of Directors, the remaining members shall forthwith call a meeting of the general membership to fill the vacancy. If the number of Directors is increased between 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.
BOARD OF DIRECTORS
The Board of Directors shall consist of the President (who shall sit as the Chairperson of the Board), Vice-President, Past President, Secretary and Treasurer and such other Directors as may be determined from time to time by the Board of Directors, whose duties and responsibilities will be determined by the Board as necessary and may include Director of Navigation, Director of Water Levels, Director of Water Quality, Director of Membership, Director of Fisheries, Director of Environmental Quality and Natural Shoreline and Director of Communications. The list of Directors and their responsibilities can be modified by the current Board of Directors to meet the changing needs of the organization. All Directors will have a defined responsibility area. The immediate Past President shall sit as a fully qualified Director-at-Large as long as he/she is willing to continue as such.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
Five of the Directors shall form a quorum for the transaction of business. The Board of Directors shall call at least three meetings per year and other meetings as it may deem necessary. 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 meetings 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 or by the Secretary on direction in writing of any two Directors. Notice of any such be delivered, telephone or e-mailed to Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than five 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 each month or months for regular meeting 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 Association. The Directors may consider or transact any business either special or general at any meeting of the Board.
VOTING, BOARD OF DIRECTORS
Questions arising at any meeting of Directors shall be decided by a majority of votes. In a case of equality of votes, the Chairperson, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is 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 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.
The Directors of the Association shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, shall exercise all such other powers and do all such other acts and things as the Association, by its charter or otherwise, is 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, moveable or immoveable, real or personal, or any right or interest therein owned by the Association for such consideration and upon such terms and conditions as they may deem advisable.
DUTIES OF THE MEMBERS OF THE BOARD OF DIRECTORS
DUTIES OF THE PRESIDENT AND VICE-PRESIDENT
The President shall arrange for and call at least three meetings of the Board of Directors per year and other meetings as may be deemed necessary. The President shall preside at all meetings of the Board of Directors and meetings of the members of the Association. The President shall represent the Association at all functions where the interest of the Association is concerned. The President shall ensure compliance with all rules and regulations of the Association. The President shall appoint the Chairman of the Nomination Committee. The President shall also be charged with the general management and supervision of the affairs and operations of the Association. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and/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
Secretary 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/She shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association which they 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/she shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF TREASURER
The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of accounts in accordance with generally accepted accounting principles and as required by law. He/She shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors. He/She shall disburse the funds of the Association 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/her an account of all transactions as Treasurer, and the financial position of the Association. He/She shall prepare and submit to the Board of Directors financial statements of the Association. Annually he/she shall prepare a budget for the Association. He/She shall also perform such other duties as may from time to time be determined by the Board of Directors.
DIRECTORS AND THEIR DUTIES
The appointed Directors and their duties can be modified by the Executive to meet the current needs of the Association. Positions may be added or deleted and responsibilities of such Directors will be determined from time to time by the current Executive.
The Board of Directors shall set up a Nominating Committee at least one month before every Annual Meeting of the association at which the elections are to be held. The Purpose of the Committee shall be to find candidates willing to stand for election to each position on the Board of Directors for the ensuing term. The Committee shall endeavour to bring to every second Annual Meeting a slate of at least one worthy candidate for each position open for election. The slate shall be put forth and the candidates so nominated.
EXECUTION OF DOCUMENTS
Deeds, transfers, licences, contracts and engagements on behalf of the Association shall be signed by and two of the President, Vice-President or the Secretary, and the Secretary shall affix the seal of the Association to such instruments as require the same.
Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President, Vice-President, Treasurer, or by any person authorized by the Board.
The President, Vice-President, Secretary or Treasurer, or any person or persons from time to time authorized by Board of Directors, may transfer any or all shares, bonds, or any other securities from time to time standing in the name of the Association in its individual or any other capacity, or as trustee or otherwise, and may accept in the name and on behalf of the Association, transfers of shares, bonds or other securities from time to time transferred to the Association, and may affix the corporate seal to any such transfers or acceptances of transfer, and may make, execute and deliver, under 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 share, 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 Association, the Board of Directors may any time by resolution, direct the manner in which, and person or persons by whom, any particular instrument, contract, or obligations of the Association may or shall be executed.
BOOKS AND RECORDS
The Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by and applicable statute or law are regularly and properly kept.
The membership shall be open to all Kawagama Lake, Bear Lake, and vicinity property owners, occupants and members of their families. Family and other memberships shall be accepted annually upon the payment of a prescribed fee set annually by the Board of Directors. All other individuals, corporations, partnerships and other legal entities interested in helping the advancement of the objects of the Association, will be accepted as members upon payment annually of a Membership Fee set annually by the Board of Directors. The Board of Directors may offer an Honorary Membership to any individual, corporation, partnership or other legal entity.
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 meeting of the general membership. In no instance will any proxy votes be permitted.
Membership lists will be the property of the organization and used only to aid in the business of the Kawagama Lake Cottagers’ Association. Such lists will not be shared with other groups or individuals.
ANNUAL AND OTHER MEETINGS OF MEMBERS
The Annual or any other General Meeting of the members shall be held at the head office of the Association or elsewhere in Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.
At every third Annual Meeting, in addition to any other business that may be transacted, the Board of Directors shall be elected for the ensuing three year period.
At every Annual Meeting the financial statement of the Association shall be presented for approval, together with the auditor’s report thereon and the auditors for the ensuing year shall be elected at a remuneration to be fixed by the Board of Directors. 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 the Vice-President shall have power to call at any time a General Meeting of the members of the Association. Notice of the time and place of every such meeting shall be given to each member by post ten days before the time fixed for the holding of such meeting. At such meeting any business may be transacted which the Association at Annual or General Meeting may transact.
Any meeting of the Association may be adjourned to any 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. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
A quorum for the transaction of business at any meeting of members shall consist of not less than five percent (5%) of the general members present in person.
VOTING OF MEMBERS
Subject to the provisions, if any, contained in the Letters Patent of the Association, each member of the Association shall at all meetings of members, be entitled to one vote. No voting shall be conducted by proxy. No member shall be entitled to vote at meetings of the association if he/she is overdue in remitting funds owing to the Association for any reason.
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 Association 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, and unless a poll be demanded, 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 Association, 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, and such poll shall be taken in such manner as the Chairperson shall direct and the results of such poll shall be deemed the decision of the Association 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 a poll, the Chairperson shall be entitled to a second or casting vote.
Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 31st day of December in each year.
All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by any two of the President, Vice-President, Treasurer or by such officer or officers, agents or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. Any one of such officers or agents may endorse notes and drafts for collection on account of the Association through its bankers, and endorse notes and cheques for deposit with the Association’s bankers for the credit of the Association, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Association by using the Association’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 Association and the Association’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms for settlement of balance, releases, or verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
The securities of the Association shall be deposited for safekeeping 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 Association signed by such officer, officers, agent or agents of the Association 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 of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
Whenever under the provisions of the by-laws of the Association, notice is required to be given, except as otherwise provided, such notice may be given either personally, electronically 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/her or their address as the same appears on the Association’s books. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter box as aforesaid, or if e-mailed shall be held to be sent when the same was transmitted to the carrier company or its messenger server. For the purpose of sending any notice the address of any member, director or officer shall be his/her last address as recorded on the books of the Association.
The Directors may from time to time:
(a) borrow money on the credit of the Association
(b) issue, sell or pledge securities of the Association; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal properties of the Association, 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 Association.
From time to time the Directors may authorize any director, officer, or employee of the Association 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 Association as the Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association.
No amendments to these by-laws shall be made except at the Annual General Meeting, or at a special meeting. Written notice of any such meeting at which an amendment to these by-laws is proposed shall be given at least two weeks prior to the date of the meeting. Such notice must contain the Notice of Motion, together with the name or names of members proposing and seconding it. An amendment so called must be passed by a two-thirds (2/3) majority vote by the eligible members in good standing, providing that at such a meeting there is a quorum. Any amendment so passed becomes effective immediately after the meeting at which it was formally adopted.
INTERPRETATION OF CONSTITUTION
The Board of Directors shall rule on any matter which it considers may be in conflict with or in violation of this Constitution, or in any matter on which the Constitution may be silent.
APPOINTMENT OF COMMITTEES
The Board of Directors may appoint or elect such special committees as are deemed necessary to consider special projects or problems arising from time to time. The Board of Directors will define the terms of reference of each such committee. Such committees may be deemed as standing committees or may be given a set period of time in which they are to function. All committees will be reviewed from time to time by the Board of Directors and will report to the Board of Directors through one of the Board’s standing Directors.