Constitution

Where as it is deemed advisable to set out the rights, duties and obligations of the members as between themselves in the conduct of the business and affairs of the Corporation:

Now therefore be it enacted as a By-law of the Corporation as follows:

Article 1 – name

The Corporation shall be known as Shawano Ratepayers Incorporated, situated generally within Dickey Lake, Perch Lake, Lost Lake, Lake of Islands and environs. It is a non-profit corporation without share capital.

Article 2 – Objects

The objects shall be:

(a) to consider all subjects which may: promote the welfare and common good of the Shawano community; preserve and improve its present characteristics as a year round cottage and permanent resident area.

(b) to consider, devise and recommend such legislative, municipal and other measures for the good government of the Township of Marmora and Lake as may be deemed in the interest of the Shawano community.

(c) to support the enforcement and carrying out of all ordinances and laws for the comfort, safety, health and prosperity of the Shawano community.

Article 3 – Membership

The members of the Corporation shall consist of the applicants for the incorporation and such other individuals, corporations, partnerships and legal entities as qualify for membership and as are admitted as members by resolution of the Board of Directors. No individual, corporation, partnership or other legal entity shall be admitted and hold membership in the Corporation unless:

(a) ownership is registered for one or more properties within the territory (as hereinafter defined);

(b) an application and fee (see below) has been submitted in writing to the secretary of the Corporation in approved form containing a statement signed by the applicant, and on behalf of other persons including children who are related to, or regularly inhabit a dwelling place with the applicant, or who are tenants of the applicant, indicating agreement to comply with the Letters Patents, objects, By-laws, resolutions, rules and regulations of the Corporation; by paying for membership the member agrees to abide by these and future By-laws.

(c) the annual fee has been paid as determined by the Board of Directors from time to time.

For the purposes hereof, “territory” means the boundaries of the Township of Lake on the west, north and east, the south boundary being the boundary between concession lots 25 and 26 in the Township.

Each owner of a property within the territory shall be entitled to one membership only, notwithstanding that an owner may own one or more properties within the territory.

The property owner may assign their membership to a designate of their choice, providing they meet the criteria as set out in section 3(b). That designation must be done in writing on an annual basis at the time of the membership renewal. One person may not be assigned more than one membership.

Each membership is entitled to one (1) vote. If two or more persons or entities are registered as joint owners of a property there is only one membership in the Corporation.

A membership in the Corporation is not transferable and ceases to exist upon death, resignation, non-payment of fees, transfer or sale of the qualifying property, or otherwise in accordance with the Corporations Act, Revised Statutes of Ontario 1990, or the By-law(s) of the Corporation.

The annual fee is for the calendar year and is payable as of January 1st each year. New memberships accepted during the year require full annual fee. Renewal memberships must be paid by August 10th of each year. Failure to pay the annual fee or any other dues or assessments within a period of thirty (30) days after August 10th, shall be cause for suspension of membership, unless an arrangement for payment of such arrears is applied for and approved by the Board. Upon payment of all unpaid dues, fees or assessments, the membership in arrears may be reinstated after review by the Board.

Disciplinary Act or Termination of Membership for Cause

1
Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.
2
The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Article 4 – Meetings of the Corporation

Annual Meeting

The annual meeting shall be held on or about the Saturday of the Civic Holiday weekend each year as designated by the Directors in office. Any Member, upon request shall be provided not less than 21 days before the annual meeting with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles.

The inadvertent omission to give specific notice of any AGM or the non-receipt of notice of meeting by a member shall not invalidate any resolution passed or other procedure taken at the meeting.

The business transacted at the annual meeting shall include:

1
receipt of the agenda;
2
receipt of the minutes of the previous and subsequent special meetings;
3
consideration of the financial statements;
4
report of the auditor or person who has been appointed to conduct a review engagement;
5
reappointment or appointment of the auditor or a person to conduct a review engagement for the coming year;
6
election of Directors; and
7
such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

Special Meetings

The Directors may call a special meeting of the Members.  The Board shall convene a special meeting on written requisition of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.

Notice

Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken. Notice of each meeting must remind the Member of the right to vote by proxy.

Quorum

A quorum for the transaction of business at a Members’ meeting shall be 20% of the membership, represented in person or by proxy, but not less than 10 persons. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. The board of directors may approve the form of proxy from time to time.

Chair of the Meeting

The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

Voting of Members

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:

1
each Member shall be entitled to one vote at any meeting;
2
votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
3
an abstention shall not be considered a vote cast;
4
before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot.  A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
5
if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote.  If there is a tie vote upon written ballot, the motion is lost; and
6
whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

Article 5 – Directors

The government of the Corporation shall be vested in the Board of Directors. The Directors of the Corporation shall be elected for a 2-year term and shall be eligible for re-election. There shall be a maximum of 13 Directors.

The membership of a Director must be in good standing. A Director must be eighteen (18) years of age or more. A Director cannot be an undischarged bankrupt or mentally incompetent person. A person may not be appointed or elected a Director, unless consent is given, at the AGM or by previous written consent to act as a Director.

The members may remove any Director before the expiration of term of office, by a resolution passed by at least two-thirds (2/3rds) of the vote cast at an AGM or special meeting, of which notice specifying the intention to pass such resolution has been given, in accordance with Article 4.

Any vacancy occurring on the Board of Directors may be filled by the remaining Directors for the period up to the next AGM.

One person only within a single membership shall be qualified to act as a Director.

Any Director or officer who has a self-interest in any matter before the board shall declare it as soon as the Director is aware of it, and refrain from discussion and voting on that matter. Directors shall receive no remuneration or travel expenses, except by individual resolution by the Board.

Five (5) Directors present in person shall constitute a quorum at meetings of the Board.

The Board of Directors shall have general charge and supervision of the management of affairs of the Corporation, shall carry out its objects as provided in Article 2 and shall make such regulations for the Corporation as are necessary and desirable, subject to ratification at the next AGM. The Board shall not incur a deficit without express authority from the Corporation given at the AGM or a special general meeting called for the purpose by special notice, which shall set forth the proposed expenditure.

The Board may establish committees of the Board, and delegate certain of its powers to such committees. A committee is empowered within reason, to establish its own procedures.

Every Director of the Corporation and heirs of a Director, executors and administrators, and estate and effects, respectively, shall from time to time and at all other times, be indemnified and saved harmless, only out of the resources of the Corporation, from and against:

(a) all expenses whatsoever which the Director sustains in or about any action, suit or proceeding which is brought against the Director in respect of any act, or thing whatsoever made, done or permitted in or about the execution of duties of the office of Director; and

(b) all other expenses which the Director sustains in relation to the affairs thereof, except the expenses occasioned by a clear wrongful and wilful neglect or default.

No Director of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of office unless the same shall happen through a clear wrongful and wilful neglect or default.

Article 6 – Officers

The Board of Directors shall appoint or elect the officers i.e.: a President, Vice-President, Secretary, and Treasurer. If the immediate Past-President continues as a Director, that person shall also be designated as an officer. The Board shall hold meetings as often as called by the President or Vice-President, the first meeting to be held within sixty (60) days of each AGM at which Directors are elected or appointed. The secretary shall give ten (10) days notice of such meetings by mailing, telephoning or personal delivery or other electronic communication of the notice.

Article 7 – Duties of the Officers

Duties of the President:

To preside at all meetings of the Corporation; call meetings to order at the appointed time; announce the business before the meeting; preserve order and decorum, and decide all questions of order. While in the chair, the President is not entitled to move or second any motion. The President may not vote on any motion except to break a tie.

Duties of the Vice-President:

To discharge all duties of the President in the absence of or upon the request of the President.

Duties of the Past President:

To advise and assist the President, as requested by the President.

Duties of the Secretary:

To prepare a record of the proceedings of all meetings; issue notices to members of all regular and special meetings; to receive and conduct correspondence; and to perform such other duties as may be required.

Duties of the Treasurer:

To receive all monies that are revenue for the Corporation, to keep the monies in a Chartered Bank or other depository to be named by the Board of Directors; pay all warrants by the Board; to keep an accurate account of monies received and disbursed, to have charge of all property of the Corporation, and to co-operate with an auditor appointed at the last AGM.

Article 8 – Execution of Documents

All cheques, bills, notes, acceptances and orders for the payment of money shall be signed or endorsed by the President and the Treasurer or by such other person or persons in such manner as the Board may from time to time by resolution or by consent in writing provide. All other documents shall be signed by the President or any other Director as the Board may from time to time authorize and when so signed shall be received as the Act of the Corporation.

Article 9 – Auditor

An auditor must be appointed annually, reference Article 4. The remuneration of the auditor must be fixed by the Directors. Notice of the appointment must be given to the auditor. No person who is a Director, officer or employee of the Corporation, is permitted to act as an auditor but a person who otherwise holds a membership may be the auditor.

The auditor is entitled to attend any meetings of members, and must receive all notices and other communications relating to any such meeting that are sent to members. The auditor is also entitled to be heard at any such meeting.

As per the Corporations Act of Ontario an audit is not required if a resolution is so passed at the AGM.

Article 10 – Changes to the General By-Law

This General By-Law may be altered or amended at an AGM or special meeting of the Corporation by vote of two-thirds (2/3rds) of the members present, a written notice of the proposed amendment having been given or sent to the members by ordinary mail, email or other electronic means to each last recorded address, by the secretary, in the notice calling the meeting. The notice may be within a newsletter, as noted in Article 4.

Article 11 – Notices

Service

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

Computation of Time

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.

Article 12 – Discrepancies

Where there is a discrepancy between this By-Law and the Not-for-Profit Corporations Act 2010, the latter shall take precedence.

Enacted and passed at the Annual General Meeting, August 5, 2017

 

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