BY-LAW
NO.1
A by-law
relating generally to the transaction of the affairs of Haliburton ATV
Association
BE IT ENACTED
AS A BY-LAW of Haliburton ATV Association as follows:
HEAD OFFICE
1.1 The
organization shall be an incorporated non-profit organization known
as Haliburton ATV Association.
1.2 The Head Office of the Corporation shall be in Haliburton Highlands,
in the Province of Ontario, and at such place therein as the directors
may from time to time determine.
2. The
corporation may but not need have a seal. Any corporate seal adopted
for the corporation may be from time to time approved by resolution
of the board of directors.
BOARD OF
DIRECTORS
3. The
affairs of the Corporation shall be managed by a board of seven (7)
directors, all of whom are members in good standing and who shall serve
until the first Annual General Meeting of the Corporation.
3.1 Upon
such first Annual General Meeting, all existing directors will resign
and the affairs of the Corporation shall thereafter be managed by a
board of twelve (12) directors elected from members in good standing.
In addition, 3 directors, with voting powers are to be appointed at a
future date for a term up to one year.
Each director shall be elected to hold office until
the first succeeding annual meeting after he shall have been elected
or until his successor shall have been duly qualified and elected. The
election may be 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.
3.2 Starting
with the first Annual General Meeting, the directors of the Corporation
shall
be elected and shall retire in rotation so that one-third of the Board
is elected each year.
At the first Annual General Meeting after the adoption of this by-law,
four positions on
the board are for three-year terms, four positions are for two-year
terms, and four
positions are for one-year terms. And directors shall be elected to
fill vacancies as they
occur from the expiry of the terms of office so designated.
3.3 Members of the Board of Directors shall be elected for a three (3)
year term. A
director may be elected for a second term, but no director can be elected
as a member of
the board for more than two (2) three year terms. A person who has served
two (2)
consecutive terms as a member of the board may again be elected as a
director following
a break in continuous service of at least one (1) year.
3.4 A former
employee of the Corporation cannot become a member of the Board prior
to the completion of 6 months full retirement from employed service
with the
Corporation.
VACANCIES,
BOARD OF DIRECTORS
4. Vacancies
of 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 by special resolution between terms,
a vacancy or vacancies, to the number of the authorized increased, shall
thereby be deemed to have occurred, which may be filled in the manner
above provided.
QUORUM
AND MEETINGS, BOARD OF DIRECTORS
5. Five
(5) directors 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 such meeting shall be necessary, if all the directors are
present or if those present have signified their consent to the meeting
being held in their absence. The board may appoint a day or such days
in any month or months for regular meetings 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 corporation. The directors may consider or transact any business
either special or general at any meeting of the board. Special director’s
meetings may be formally called by the President or Vice-President or
by the Secretary on direction of the President or Vice-President, or
by the secretary on direction in writing of two directors. Notice of
such meetings shall be delivered, telephoned, telecopied or emailed
to each director not less than two (2) 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.
5.1 The Board of Directors shall meet at least six (6) times in each
fiscal year, and no more than ninety (90) days shall lapse between meetings.
ERRORS
IN NOTICE, BOARD OF DIRECTORS
6. No error or omission in giving such notice for a meeting of 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 or all
proceedings taken or had thereat.
VOTING,
BOARD OF DIRECTORS
7. Questions
arising at any meeting of directors shall be decided by a majority of
votes. The Chairperson is not entitled to vote; however, incase of an
equality of votes, the Chairperson shall have the casting vote. All
votes at such meetings 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 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.
POWERS
8. The
directors of the Corporation may administer the affairs of the Corporation
in all things and make 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 provided, 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.
Without
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, movable
or immovable, real or personal, or any right or interest therein owned
by the Corporation, for such consideration and upon such terms and conditions
as they may deem advisable.
RENUMERATION
OF DIRECTORS
9. The
directors shall serve without compensation and no director shall directly
or indirectly receive any profit from his position as such; reasonable
expenses incurred by any director in the performance of his duty may
be paid.
CONFLICT
OF INTEREST
10. Every
director is in a fiduciary relation with the Corporation and is under
an obligation to act in the utmost good faith towards the Corporation
in his dealings with it or on its behalf. No director shall place himself
in a position where there is a conflict between his duties as a director
and his other interests.
Every director who is in any way directly or indirectly interested in
an existing or proposed contract, transaction or arrangement with the
Corporation or who otherwise has a conflict of interest shall declare
his interest fully at a meeting of the directors and shall refrain from
discussion and voting in respect of the matter on which he has declared
a conflict.
Every disclosure
of interest shall be recorded in the minutes of the meeting.
TERMINATION
OF DIRECTORS
11. A director
may be removed from office as follows:
1) A director
shall cease to be a director upon his resignation in writing, upon his
death, or if he becomes bankrupt or deemed mentally incompetent.
2) A director shall be deemed to have resigned if such director has
missed three (3) consecutive Board Meetings without sufficient cause.
Prior to declaring a vacancy with respect of such deemed resignation,
the board is obliged to inform itself of any circumstances which contributed
to the director’s absences; or
3) In accordance with Article 3 the members in good standing may, by
resolution passed by at least two-thirds (2/3) of said members of the
Corporation in good standing, of which due notice specifying the intention
to pass such a resolution has been given, remove any director before
the expiration of his term of office, and may, by a majority of votes
of said members of the Corporation cast at that meeting, elect any person
to serve for the remainder of his term as a director.
OFFICERS
OF THE CORPORATION
12. There
shall be a President, a Vice-President, a Secretary, and a Treasurer
or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the Board of Directors may determine by by-law from
time to time. One person may hold more than one office except the offices
of President and Vice-President. The President and Vice-President shall
be elected 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. The other
officers of the Corporation need not be members of the board and in
absence of written agreement to the contrary, the duties of all officers
shall be settled from time to time by the board. The President, the
Vice-President, the Secretary and the Treasurer or the Secretary-Treasurer
shall be members of the Board of Directors.
DUTIES
OF PRESIDENT AND VICE PRESIDENT
13. 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 officers appointed by the board for the purpose shall
sign all by-laws and membership certificates. During the absence or
inability of the President, his duties and powers may be exercised by
the Vice-President, and if the 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.
DUTIES
OF THE SECRETARY
14. The
Secretary shall be the ex-officio clerk of the Board of Directors. He
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
shall give all notices required to be given to members and to directors.
He shall be the custodian of the seal of the Corporation and 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.
DUTIES
OF THE TREASURER
15. 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 as may from time to time be designated by the
board of directors. 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 all 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.
DUTIES
OF OTHER OFFICERS
16. 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.
TERMS OF
OFFICE
17. The
President, Vice-President, Secretary, Treasurer or Secretary-Treasurer
shall be appointed in each case, to hold office for one (1) year or
until their successor is elected. No officer shall be appointed to the
same office for more that two (2) consecutive years, with the exception
that in extraordinary circumstances the Board may, by resolution, permit
the Secretary or Treasurer or Secretary-Treasurer to be appointed to
the same office for up to two (2) additional years but in no event more
than four (4) years.
RENUMERATION
OF OFFICERS
18. All officers shall serve without compensation and no officer shall
directly or indirectly receive any profit from his position as such:
reasonable expenses incurred by any officer in the performance of his
duty may be paid.
COMMITTIES
OF THE CORPORATION
Executive
Committee
19. There
shall be an Executive Committee comprised of the President, Vice-President,
Secretary and Treasurer, or Secretary-Treasurer, who shall be responsible
for the affairs of the Corporation between meetings of the board of
directors and shall fully report on all decisions made by the committee
at the next board meeting following any such decision.
Other Committees
20. The
directors may appoint such other Committees from among the members of
the Corporation to perform such business or undertakings as may be designed
by the Board of directors thereof. Such Committee or Committees shall
keep minutes of its or their transactions and report same to the regular
meetings of the Board provided that, the extent of the powers of such
Committee or Committees shall be clearly defined by resolution of the
Board of Directors thereof and that the actions of such Committee or
Committees shall not be binding upon the Corporation without the approval
of the Board thereof as the case may be.
The Chairperson of such Committee or Committees shall be appointed from
the members of the Board.
LIMITATIONS,
INTENT AND OPERATION AS HALIBURTON ATV ASSOCIATION
23. Haliburton
ATV Association is a non-profit organization whose purpose is to foster
and promote responsible ATV events, trail touring, trail development
in co-operations with other trail use stakeholders.
23.1 Club members will respect and abide by all existing laws that may
apply to the operation of the association and shall respect existing
laws in respect to the operation of ATV vehicles including but not limited
to the Highway Traffic Act and the Off-road Vehicle Act.
23.2 Haliburton ATV Association is a stakeholder partner with Haliburton
County Snowmobile Association and as such will endeavor at all time
to work co-operatively with the HCSA and assist in their work endeavors
as to trail development, maintenance and operation.
23.3 Haliburton ATV Association business is conducted in Haliburton
County and as such the corporation shall not maintain a clubhouse or
similar premises outside of Haliburton County.
23.4 Haliburton ATV Association will support the stakeholder organization
of Haliburton Highlands Trails & Tours Network and as such will
work co-operatively to support that initiatives of HHTTN provided that
ATV use remains one of the HHTTN members supported activities.
23.5 Members of Haliburton ATV association need not own an ATV vehicle
but must support the use of ATV use as a legitimate recreational sport
and as such may not pay membership dues or become a member with the
intent of damaging the corporation or with intentions of causing detriment
to the operation of the corporation. Exclusion or termination of membership
due to this behavior will be determined by a majority of the Board of
Directors.
EXECUTION
OF DOCUMENTS
24. Deeds,
transfers, licenses, contracts and engagements on behalf of the Corporation
shall be signed by two (2) persons who are officers, and the Secretary
shall affix the seal of the Corporation to such instruments as require
the same.
Contracts
in the ordinary course of the Corporation’s operations may be
entered into on behalf of the Corporation by the President and/or Secretary
or by any person or persons authorized by the board.
Any one
(1) of the officers of the Corporation and the Treasurer, or any person
or persons from time to time designated by the board of directors may
transfer any and all shares, bonds or other securities from time to
time standing in the name of the Corporation in its individual or any
other capacity or as trustee or otherwise and may accept in the name
and on the behalf of the Corporation transfers of shares, bonds, or
other securities from time to time transferred to the Corporation, and
may affix the corporate seal to any such transfers or acceptances of
transfers and may make, execute and deliver under the 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 or shares, 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 Corporation,
the board of directors may at any time 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.
BOOKS AND
RECORDS
25. 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.
MEMBERSHIP
26. Membership shall be open to any individual who is eighteen (18)
years of age or more, which supports the purposes and objects of the
Corporation, after application in the form authorized by the Board of
Directors shall have been received and approved of by the directors,
and after payment of the required membership fee.
Each member
shall promptly be informed by the Secretary of his admission as a member.
Each member
in good standing shall be entitled to one vote on each question arising
at any annual or general meeting of the members providing such person
has been a member for at least twenty (20) days prior to the said meeting.
Employees
of the Corporation and their immediate family members, including spouses,
children and siblings are not eligible for membership.
Members
may resign by resignation in writing, which shall be effective upon
the date received by the Secretary of the Corporation.
The interest
of a member in the Corporation shall not be transferable and shall lapse
and cease to exist upon the death of such member of when he shall cease
to be a member by resignation, non-payment of required membership dues,
or otherwise in accordance with this by-law, provided always that the
members of the Corporation may, by resolution passed by at least two-thirds
(2/3) of the votes cast at a meeting of members of which notice specifying
the intention to pass such resolution has been given, terminate the
membership of any member of the Corporation.
26.1 Annual
membership may be automatically renewed for each subsequent year by
payment of the required annual dues on or before the date of the expiry
of the current membership year. No member shall be entitled to vote
at or to receive notice of meetings of members while fees are unpaid.
Notice of assessment of fees for the next following membership year
shall me mailed to each regular member at least thirty (30) days prior
to the end of the current membership year.
26.2 It is the right, responsibility and privilege of members of the
Corporation to be informed; to attend all meetings of the members of
the Corporation; to speak; to propose motions and resolutions; to vote
upon all resolutions to amend by-laws of the Corporation, any resolution
dealing with the number, election, rights, powers and privileges of
the Board of Directors, or any resolution which may properly come before
the membership; and to elect the Board of Directors in accordance with
Article 3.3 above.
26.3 Membership dues will be determined from time to time by the Board
of Directors.
26.4 The membership year of the Corporation shall coincide with its
fiscal year.
ANNUAL AND OTHER MEETINGS OF MEMBERS
27. The
annual or any other general meeting of the members shall be held within
six (6) months following the end of the corporation’s fiscal year
at the head office of the Corporation or elsewhere in Haliburton County
as the board of directors may determine and on such day and time as
said directors shall appoint.
At every
annual meeting, in addition to any other business that may be transacted,
the report of the directors, the financial statement and the report
of the auditors shall be presented and a board of directors elected
and auditors appointed for the ensuing year and the remuneration of
the auditors shall be fixed. Directors may vote by motion to postpone
audited statements by up to one year provided that a majority of the
Board of Directors support such a motion and subject to the Corporations
Act, Ontario compliance. The members may consider and transact any business
either special or general without any notice thereof at any meeting
of the members except for amendments to by-laws as per Article 3.6.
The board of directors or the President or Vice-President shall have
power to call at any time a general meeting of the members of the Corporation.
No public notice nor advertisement of members’ meetings, annual
or general, shall be required, but notice of time and place of every
such meeting shall be given to each member by sending the notice by
prepaid mail, telecopier or email, ten (10) business days before the
time fixed for the holding of such meeting; provided that any meetings
of members may be held at any time and place without such notice if
all the members of the Corporation are present thereat or represented
by proxy duly appointed and at such meeting any business may be transacted
which the corporation at annual or general meetings may transact.
At the
discretion of the Board of Directors, the annual or any other meeting
of the members of the Corporation shall be open to the public, but persons
attending shall not have the right to vote unless otherwise entitled
by this by-law or any resolution of the membership.
ERROR OR
OMISSION IN NOTICE
28. 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 in the books
of the Corporation.
ADJOURMENTS
29. Any meeting of the members 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.
QUORUM
OF MEMBERS
30. A quorum
for the transaction of business at any meeting of members shall consist
of not less than five (5) members present in person or represented by
proxy; provided that in no case can any meeting be held unless there
are three (3) members present in person.
VOTING
OF MEMBERS
31. Subject
to the provisions, if any, contained in the Letters Patent of the Corporation,
each member of the Corporation, with the exception of the Chairperson
shall at all meetings of members be entitled to one (1) vote and he
may vote by proxy. Such proxy need not himself be a member but before
voting shall produce and deposit with the Secretary sufficient appointment
in writing from his constituent or constituents. No member shall be
entitled either in person or by proxy to vote at meetings of the Corporation
unless he has paid all dues or fees, if any, payable by him.
At all
meetings of members every question shall be decided by a majority of
the votes of the members present in person or represented by proxy unless
otherwise required by the by-laws of the Corporation, 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 (1) vote, and unless a poll be demanded
by a declaration by the Chairperson that a resolution has been carried
or not carried 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 of proportion of the votes accorded in favour of
or against such resolution. The demand shall be decided by a majority
of votes given by the members present in person or by proxy, and such
poll shall be taken in such manner as the Chairperson shall direct the
result of such poll shall be deemed the decision of the Corporation
in general meeting upon the matter in question. The Chairperson shall
not be entitled to a vote, but in case of an equality of votes at any
general meeting, whether upon a show of hands or at a poll, the Chairperson
shall be entitled to the casting vote.
FINACIAL
YEAR
32. Unless otherwise ordered by the board of directors, the fiscal year
of the Corporation shall terminate on the 31st day of March in each
year.
CHEQUES,
ETC.
33. All
cheques, bills of exchange of other orders for the payment of money,
notes or other evidence of indebtness issued in the name of the Corporation
shall be signed by such officer or 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.
DEPOSIT
OF SECRURITIES FOR SAFEKEEPING
34. The
securities of the Corporation shall be deposited for safekeeping with
one (1) 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 Corporation signed by such officer or 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 such
authority may be general or confined to specific instances. The institutions
which may be so selected as custodians by the board of directors shall
be fully protected in acting in accordance with the direction 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.
NOTICE
35. Any
notice (which term includes any communication or document) to be given.
Sent, delivered or server pursuant to the Act, the letters patent, the
by-laws or otherwise to a member, director, officers or auditor shall
be sufficiently given if delivered personally to the person to whom
it is to be given or if delivered to his recorded address or if mailed
to him at his recorded address by prepaid air or ordinary mail, of if
sent to him at his recorded address by any means of prepaid transmitted
or recorded communication. A notice so delivered shall be deemed to
have been given when it is delivered personally or at all the recorded
address as aforesaid: a notice so mailed shall be deemed to have been
given when deposited in a post office or public letter box; and a notice
sent by any means transmitted or recorded communication shall be deemed
to have been given when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch. The Secretary
may change or cause to be changed the recorded address of any member,
director, officer or auditor in accordance with any information believed
by him to be reliable.
BORROWING
36. The directors may from time to time:
1) borrow money on the credit of the Corporation; or
2) issue, sell or pledge securities of the Corporation; or
3) charge, mortgage, hypothecate or pledge all or any of the real or
personal property of the Corporation, including book debts, rights,
powers, and undertakings, to secure any securities or any money borrowed,
or the debt, or any other obligations or liability of the Corporation.
From time
to time the directors may authorize any director, officer, or employee
of the Corporation 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 thereof, 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 Corporation as the directors may authorize,
and generally to manage, transact and settle the borrowing of money
by the Corporation.
The Corporation
is limited to borrowing money for current operation expenses provided
that the borrowing power of the Corporation shall not be so limited
if the Corporation borrows on the security of real or personal property.
INDEMNITY
OF DIRECTORS AND OFFICERS
37. The
Corporation hereby consents that each and every director of officer
of the Corporation shall be deemed to have assumed office of the express
understanding agreement and condition that every director of the Corporation
and his heirs, executors and 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: The Corporation
may by resolution of Board Members acquire director insurance.
1) 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 or them for and 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 or their office
or offices; and
2) all other costs, charges and expenses which he or they sustain or
incur in or about or in relation to the affairs thereof, except such
costs, charges or expenses as are occasioned by his or their own willful
neglect or default.
AMENDMENTS
37.01 A by-law passed by the Directors and repeal, amendment or re-enactment
thereof, is effective only until confirmed at the next Annual General
Meeting or any other meeting of members, and unless confirmed thereat,
ceases to have effect at and from that time, and in that case no by-law
of the same or like substance has any effect until confirmed at a meeting
of the members.
27.02 Subject to the requirements of the Corporation Act, Ontario, the
by-laws of the Corporation may be amended at the Annual General Meeting
or at any other meeting of members called for the purpose of such amendment,
by two-thirds (2/3) majority of votes cast by the members present, in
person or by proxy, at such meeting, provided that such members constitute
a quorum. Notice of motion to amend, including details of proposed amendments,
must be received by the secretary not later that thirty (30) days prior
to the Annual General Meeting or any other meeting of the members.
37.03 Notice that a motion to amend the by-laws will be made at a meeting
of members shall be mailed by the Secretary to all members in good standing
at least fourteen (14) days before the Annual General Meeting or any
other meeting of members. Such notice to members shall indicate where
and when such amendment may be viewed during the fourteen (14) day period
prior to the meeting, if the motion to amend is not attached or included
with the notice to the members.
37.04 The members may at the Annual General Meeting or any other meeting
referred to in Article 32.01 above, confirm, reject, amend or otherwise
deal with any by-law passed by the directors and submitted to the meeting
for confirmation, but no act done right acquired under any such by-law
is prejudicially affected by any such rejection, amendment or other
dealing.
INTERPRETAION
38. 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 of 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 and corporations.
Passed
by the Board of Directors and seated with the corporate seal this day
of 2003
____________________________
________________________
Chairperson Secretary
CONFIRMED by the Members in accordance with section 298(3) of the Corporations
Act, (Ontario), this day of , 2003.
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________________________
Chairperson Secretary