Consolidation of the By-laws with amendments approved at the Aug.9, 2000, Aug. 7, 2008 and Aug. 6, 2009 Annual General Meetings.
BY-LAW NO. I
being a by-law relating generally to the transaction of the business and affairs of BATTERSEA-LOUGHBOROUGH ASSOCIATION
BE IT ENACTED as a By-law of BATTERSEA-LOUGHBOROUGH ASSOCIATION (hereinafter referred to as the "Corporation") as follows:
ARTICLE 1: GENERAL
Section 1. Head Office
The Head Office of the Corporation shall be located in the County of Frontenac. (amended by By-Law 2A, Aug. 6, 2009)
Section 2. Corporate Seal
(deleted by By-law 2A, Aug. 6, 2009).
Section 3. Definition
Wherever the word "directors" appears in this By-law it shall mean the Board of Directors of the Corporation.
ARTICLE II: MEMBERSHIP
Section 1. Members
There shall be two classes of members in the Corporation, namely:
(a) Active Members; and
(b) Honourary Members (amended by By-Law 2A, Aug. 6, 2009)
Section 2. Definition
(a) Active members shall be persons over the age of 18 who apply on the prescribed form, pay the prescribed fees and are duly approved by the Board of Directors and who are full or part time residents of the Loughborough Lake area and/or support the objectives of the Corporation.
(b) Honourary Members shall be such persons as the Directors may from time to time designate in recognition of their contributions to the Corporation and its objectives. Honourary Members shall, without the payment of fees, be entitled to a vote on the affairs of the Corporation and shall have all the rights of Active Members. (amended by By-Law 2A, Aug. 6, 2009)
(c) All memberships will be deemed family memberships including children up to 18 years of age.
Section 3. Application
Application for membership must be in writing on the prescribed application form in which the applicant agrees to be bound by the By-laws of the Corporation.
Section 4. Cessation of Membership
Any member who fails to pay the annual fee on or before the 31st of December in each year shall cease to be a member of the Corporation. The interest of any member of the Corporation shall not be transferable. The membership may be terminated by the Directors in accordance with the By-laws of the Corporation.
Section 5. Obligation of Members
Members of the Corporation shall observe and be bound by the By-laws of the Corporation and any rules or regulations made by the Directors and notified to the members by posting by ordinary mail addressed to the last address of the member as recorded in the books of the Corporation and shall diligently endeavor to further the aims and objects of the Corporation. Any breach of this obligation shall render the membership of any member liable to termination at the discretion of the Directors. No member of the Corporation shall have any claim or right of action against any Officer, Director or Member of the Corporation solely by reason of any such Officer, Director or Member of the Corporation organizing, operating or conducting or assisting in organizing, operating or conducting any function, trip or thing organized, operated, conducted or sponsored by the Corporation including, without limiting the generality of the foregoing, any apparatus, equipment or device operated by the Corporation.
Section 6. Reinstatement
Any member having had his membership terminated for any cause shall be eligible for membership only in the manner prescribed for new Members.
ARTICLE III: DIRECTORS AND OFFICERS
Section 1. Directors and Officers
The Corporation shall be managed by a Board of up to fifteen Directors. These Directors shall be elected at the Annual Meeting of the Corporation in each year and shall hold office for the ensuing year or until their successors have been elected, or appointed in the case of a casual vacancy. In the case of casual vacancies, the remaining Directors may appoint up to three Directors from amongst the active members of the Corporation to fill the vacancies for those offices for the balance of the term. Each Director must be an active member of the Corporation. .
(a) Immediately following the election of a Board of Directors, members of that Board shall meet and elect a President, Vice-President, Secretary and Treasurer from among their number. They shall also appoint Standing Committee Chairs as hereinafter provided.
(b) Despite the provisions of s. 2(a) the Officers of the Corporation may be elected or appointed at the Annual General Meeting of the Corporation provided notice of such election or appointment shall be included in the notice given for calling of such meeting. (added by By-Law 2A, Aug. 6, 2009)
Section 2 (renumbered as s.1a by By-Law 2A, Aug. 6, 2009)
Section 3. Executive Committee
The Executive Committee shall be composed of the President, the Vice-President, the Secretary and the Treasurer of the Corporation and shall meet at the call of the President or the Vice-President. In any emergent situation which arises affecting the objects of the Corporation, the Executive Committee shall be empowered to act with the full power and authority that the Board of Directors might itself exercise provided, however, that as soon as reasonably possible the remaining Directors shall be notified of the emergency and of the action taken and as soon as possible thereafter a meeting of the Directors shall be called.
Section 4. President
It shall be the duty of the President to preside at all meetings of the Board of Directors or of the meetings of the Corporation; to have the general care of the interests of the Corporation and to generally see that the provisions of the By-laws and the rules and regulations made by the Directors are enforced.
Section 5. Vice-President
In the absence of the President, the Vice-President shall perform the duties of the President.
Section 6. Secretary
The Secretary shall be appointed by the Board of Directors but need not necessarily be a Director. The Secretary shall have charge of all of the books of the Corporation (except books of account); the offices of the Corporation (if any).. The Secretary shall also be in charge of all correspondence in connection with the affairs of the Corporation, and shall perform such other duties as may from time to time be prescribed by the Directors.
Section 7. Treasurer
Two members designated by the President shall be appointed to verify the books of the Association annually.
Section 8. Secretary-Treasurer
The office of Secretary and Treasurer may be combined in one person in which case the name of the Officer shall be "Secretary- Treasurer".
Section 9A. Banking Arrangements
The banking business of the Corporation or any part thereof shall be transacted at such bank as the Directors may designate, by such Officers as set out in section 9(c), or other persons as the Directors may designate, direct or authorize from time to time by resolution and to the extent they provided, including but without restricting the generality of the foregoing, the operation of the Corporation's accounts; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts; the execution of any agreements relating to any such banking business and defining the rights and powers of the parties thereto; and the authorizing of any Officer or such banker to do any act or thing on the Corporation's behalf to facilitate such banking business.
Section 9B. Expenditures
The mechanism for approving expenditures of up to $250.00 shall be established by the Board of Directors.
Expenditures between $250.00 and $2500.00 shall be approved by the Board (added by by-law 2A, Aug. 6, 2009)
All expenditures of more than $2,500.00 of Association funds shall be approved by the Association membership and due notice given.
Section 9C. Signing Authority
Signing Authority shall be assigned to any two of the President, Vice-President or Treasurer, or such Director or Directors as may from time to time be authorized by the Board. Whenever possible, the Treasurer shall be one of the Officers signing and no two members of any one family shall have authority to sign together for the Corporation. (amended by By-Law 2A, Aug. 6, 2009)
Section 10. Meeting of Directors
The Directors shall meet at such time and place as the President or, in his or her absence, the Vice-President may decide and 7 days notice by mail or 2 days notice by phone, shall be given to each Director, addressed to his last address recorded with the Board, or shall be given personally, unless all Directors are present, in which case no notice need be given, or unless notice is waived by any Director. Notice may be waived in writing by any Director.
Section 11. Protection of Directors and Officers
No Director or Officer of the Corporation shall be liable for the acts, deceits, neglects or defaults of any other Director or Officer, or for joining in any receipt or other act for conformity or for any loss or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising out of the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office, or in relation thereto, unless the same shall happen through his own dishonesty.
Section 12. Indemnity of Directors and Officers
Every Director or Officer of the Corporation and his heirs, executors, administrators and estate and effects respectively shall from time to time and 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 which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office;
(b) all other costs, charges and expenses which he 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 own willful neglect or default.
Section 13. Standing Committee
Recognizing that the objects of the Corporation are:
"(a) to promote conservation of water, fish and wild life in the Battersea-Loughborough area and the natural beauty and advantages of the area consistent with the orderly development thereof;
(b) to maintain clear water, good fishing and water safety in the area; and
(c) to obtain and maintain adequate police and fire protection in the area."
It is recognized that there must be Committees organized respectively to deal with the various aspects of the objects of the Corporation. Standing
Committees of the Corporation may include, but are not restricted to, the following:
(b) Fisheries and Conservation
(c) Water Safety
(d) Membership/News Letter
The Chairmen of the Standing Committees shall be appointed as hereinbefore provided by the Directors and the Directors shall have power to appoint such members of the Committee as they may see fit. Each Standing Committee Chairperson shall have power to appoint members or additional members to his Committee as he sees fit. The duties of the various Standing Committees shall be as laid down from time to time by the Board of Directors.
ARTICLE IV: MEETINGS, NOTICE AND VOTING
Section 1. Annual Meeting
The notice of the Annual General Meeting shall be given to members not less than 21 days prior to the proposed meeting date. Members wishing to place an item on that agenda shall inform the Secretary, in writing, not less than 14 days in advance of that meeting.
Section 2. Other Meetings
Other meetings of the Corporation shall be held at such time and place as the Directors may determine.
Section 3. Special Meetings
Special meetings of the Corporation may be called by the President or a Vice-President forthwith when so requested in writing by five or more Directors or by at least ten Active Members.
Section 4. Notices
Any notice to Members may be given in writing and mailed to each Member, addressed to the last address of each Member according to the books of the Corporation. Notices of meetings shall state the time and place of the meeting. All meetings of the Corporation shall be deemed to be duly called if notice is given as aforesaid, mailed to each Member at least 14 days prior to the date of the meeting, unless all Members are present in which case no notice need be given, unless notice is waived as hereinafter provided. Notice may be waived in writing by any Member or Director.
Section 5. Order of Business
The President or one of the Vice-Presidents or the Directors may determine the order of business of any meeting of the Corporation and the time and place at which it shall be held, provided however that the time and place of the meeting shall be specified in the notice calling the meeting. Members wishing to place an item on the agenda of a Special Meeting shall inform the Secretary, in writing, not less than 7 days in advance of the meeting.
Section 6. Quorum
Fifteen members shall constitute a quorum of all general meetings. If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved, and, in any other case, it shall stand adjourned until further notice. No fewer than 6 of the members of the Board of Directors shall constitute a quorum. (amended Aug. 7, 2008)
Section 7. Voting Rights
Only Active and Honourary Members shall have the right to vote but such right shall not be exercisable by proxy. All questions shall be determined by the majority of the votes duly cast on the question and the chairman of the meeting shall be entitled to a second or casting vote in the case of an equality of votes either on a show of hands or on a poll.
ARTICLE V: FEES
Section 1. Annual Fee
The annual membership fees in the Corporation shall be as set by the Board of Directors from time to time.
Section 2. Assessment of Members
The Directors shall have the right in any year to make such additional assessment or assessments upon the Active Members as may be required for the purposes of the Corporation, in which case each Active Member shall be obligated to pay the amount of such assessment. Any such assessment must be approved at a meeting of the embers of the Corporation duly called for the purpose.
ARTICLE VI: INTEREST IN FUNDS OR PROPERTY OF THE CORPORATION
Only Active Members shall have any interest in any property of the Corporation and be entitled to share therein.
The fiscal year of the Corporation shall coincide with the calendar year.
This By-law shall remain in force and be binding upon the Corporation as regards any party acting on the faith thereof, until a copy, certified by the Secretary of the Corporation, of a By-law repealing or replacing this By-law shall have been received by such party and duly acknowledged in writing.
ENACTED this 9th day of August, 2000
Loughborough Lake Association