Association Communautaire Fallingbrook Community Association
FCA Bylaw #1
BY-LAW NO. 1
A By-law relating generally to the transaction of the affairs of the
Fallingbrook Community Association
(Ontario Corporation No. 923018)
BE IT ENACTED as a By-law of the Fallingbrook Community Association as follows:
In these By-laws "Fallingbrook" shall mean that part of land bounded on the north by St Joseph Blvd (Regional Road 34), on the south by Innes Road (Regional Road 30), on the east by Trim Road (Regional Road 57), and on the west by Tenth Line Road (Regional Road 47).
HEAD OFFICE
The head office of the Association shall be in the Province of Ontario, and at such place therein as the directors may from time to time determine.
INTERPRETATION
In these by-laws and in all other by-laws of the Association, hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be, and vice versa.
COMPOSITION OF BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board of Directors, each of whom, at the time of his election or within ten days thereafter and throughout his term of office, shall be a member of the Association.
The Board shall consist of the following elected, appointed and ex-officio Directors:
5.1. Four class A directors elected by the members at an annual meeting;
5.2. The immediate past President of the Association.
5.3. Class B directors to be appointed by a majority vote of the directors named in paragraphs 5.1 and 5.2 above and other class B directors.
Each director shall have one vote at meetings of the Board of Directors.
In the case of a class A director, the director's term shall begin following the adjournment of the general meeting at which he was elected, and shall end when the director's resignation has been accepted by the Board of Directors. In the case of a class B director, the director's term shall begin upon his appointment and shall end when the director's resignation has been accepted by the Board of Directors.
REMOVAL OF DIRECTORS
The members of the Association that are not directors may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to move such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of votes (50%+1) cast at that meeting elect any person in his stead for the remainder of the term.
A class A director may also be removed after having been duly advised by the Board of Directors, by a majority vote (50%+1) of the Board of Directors at a Board meeting, and a replacement appointed.
A class B director may be removed after having been duly advised by the Board of Directors, by a majority vote of the Board of Directors at a Board meeting, and a replacement appointed.
If a director misses three successive regular meetings of the Board, the Board may, at its discretion and after consultation with the director concerned, deem that the director has resigned and proceed to elect another director from the membership to complete the term if required.
A director may resign his office by delivering a resignation in writing to the Secretary. The Board of Directors may proceed to elect another director from the membership to complete the term.
At the first annual meeting of members, the Board of Directors then chosen pursuant to this By-law No. 1 shall replace the first directors named in the Letters Patent of the Association.
VACANCIES ON BOARD OF DIRECTORS
Vacancies on the Board of Directors, however caused, may so long as 50% of the class A directors remain in office, be filled by the directors from among the qualified members of the Association, if they see fit to do so. In the event that fewer than 50% of the directors remain in office, they shall forthwith call a meeting of the members to fill the vacancies.
MEETINGS OF THE BOARD OF DIRECTORS
Four directors shall form a quorum for the transaction of business.
The Board of Directors may hold its meetings at such place or places as it may from time to time determine. Directors' 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 five directors.
Notice of such meeting shall be given to each director not less than one week before the meeting is to take place.
The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings no notice need be sent. A Directors' meeting may also be held, with prior notice, immediately following the annual meeting of the Association.
No error or omission in giving such notice for a meeting 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.
The directors may consider or transact any business either special or general at any meeting of the Board.
All Meetings shall be open to the public, except with prior approval by a quorum of Directors. Meetings may be held in-camera.
Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chairman shall cast the deciding vote. All votes at such meetings shall normally be taken in the usual way by assent or dissent. Votes shall be taken by ballot only if demanded by any three directors present. A declaration by the chairman that a resolution has been carried and any 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.
DUTIES OF THE BOARD OF DIRECTORS
The Board may 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 may exercise all such powers and do all such other acts and things as the Association by its charter or otherwise is authorised to 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, movable or immovable, 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.
The Board of Directors may prescribe such rules and regulations not inconsistent with these By-laws relating to the management and operation of the Association as they deem expedient provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Association when they shall be confirmed and, failing such confirmation at such annual meeting of the members, shall at and from that time cease to have any force and effect.
The directors shall receive no remuneration for acting as such but may receive reasonable and actual expenses incurred in the performance of their duties.
The Association hereby consents that each and every director or officer of the Association shall be deemed to have assumed office on the express understanding and agreement and condition that every director and officer of the Association and his heirs, executors and administrators of estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against all costs, charges, and expenses whatsoever, which such director(s) or officer(s) sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or them for or in respect of any act, deed, matter or thing whatsoever made and done or permitted by him or them in or about the execution of the duties of his or their office or offices, and also from and against all other costs, charges and expenses which he or they sustain or incur in or about or in relation to the affairs of the Association.
OFFICERS
The Board of Directors shall appoint from within the Board the following Officers, whose term shall coincide with their term as director:
28.1. The President shall, when present, preside at all meetings of the members of the Association and of the Board of Directors as the Chairman. 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 officers appointed by the Board for the purpose shall sign all By-laws.
28.2. The Vice-President shall in the absence or inability of the President, exercise the duties and powers of President and shall perform such other duties as shall from time to time be imposed by the Board of Directors.
28.3. The Secretary shall be the clerk of the Board of Directors. He shall attend all the meetings of the Board of Directors and record all facts and minutes of the all proceedings in the book kept for that purpose. He shall give all notices required to be given to members and directors. He shall be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Association.
28.4. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in the proper books of account and shall deposit all money 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 shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meeting thereof or whenever required of him, an account of all his transactions as Treasurer and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board of Directors.
The duties of all other directors shall be as determined from time to time by the Board of Directors.
EXECUTION OF DOCUMENTS AND POWERS
Contracts, deeds, transfers, licenses and engagements on behalf of the Association may be entered into on behalf of the Association by the President, the Vice-President, Treasurer or by any other person authorised by the Board.
Notwithstanding any provisions to the contrary in the By-laws of the Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, contracts or obligations of the Association may or shall be executed.
The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties and receive such compensation as shall be prescribed by the Board of Directors at the time of such appointment.
All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness in the name of the Association, shall be signed by such officer or 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.
The Board of Directors may from time to time borrow money upon the credit of the Association, issue, sell or pledge debt obligations of the Association including without limitation bonds, debentures, notes or other similar obligations of the Association whether secured or unsecured.
The Board of Directors shall take such steps as it may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever.
MEMBERSHIP
The membership shall consist of the applicants for the incorporation of the Association, any person of Ontario municipal voting age while residing in Fallingbrook, and such other individuals as are admitted as members by the Board of Directors.
All members of a household of legal voting age residing in Fallingbrook are members of the association and all can vote at general meetings.
ANNUAL AND OTHER MEETINGS OF MEMBERS
The Board of Directors shall hold at least one Annual General Meeting of the members of the Association during each fiscal year.
The Board of Directors, on direction in writing of 50 members, shall have power to call at any time a special meeting of the members of the Association. At such a special meeting no election is to be held unless the notice of such election is part of the notice for the special general meeting.
The annual or special meeting shall be held at such location as the Board of Directors may determine and on such day as the said directors shall appoint. Notice of a meeting of members shall be given at least 14 days prior to the date of the meeting.
At every Annual General Meeting, the following business shall be conducted, in addition to any other business that may be transacted:
41.1. The report of the Directors;
41.2. The financial statement;
41.3. The election of the elected portion of the Board of Directors.
No error or omission in giving notice of meeting or any adjourned meeting, of the members of the Association 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.
VOTING OF MEMBERS AT MEETING OF MEMBERS
A quorum for the transaction of business at any meeting of members shall be as four Directors plus any number of members present in person. Voting by proxy is not allowed.
Each member of the Association shall at all meetings of members be entitled to one vote.
Evidence of membership in the association, namely a proof of address, may be required as proof of membership before a person is permitted to vote. Only one vote is permitted per members presents.
Candidates for election to a position of director may appoint scrutineers.
At all meetings of members, every question shall be decided by a majority of the votes of the members present in person. Every question shall be decided in the first instance by a show of hands, unless a written ballot be demanded by at least one third of the members present.
Upon a show of hands and unless a poll be demanded, a declaration by the chairman that the 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 the 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 the votes given by the members present in person and such poll shall be taken in such manner as the Chairman shall direct and the result 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, the Chairman shall cast the deciding vote.
NOMINATING COMMITTEE
The Board of Directors shall appoint a nominating committee which shall cause notice of nominations to be placed in a local newspaper at least three weeks prior to the annual general meeting. The notice shall contain the names of the member(s) of the nominating committee together with their address and telephone numbers and a list of all positions to be elected.
The nominating committee will accept any nominations for office endorsed by a member in good standing so long as the nominee consents to have the nomination stand. Nominations for directors will be accepted by the nominating committee until one week prior to the annual general meeting and, for such vacancies as may remain, until and at the annual general meeting as may be appropriate in the circumstances.
If more nominations are received than there are directors' positions to be filled, then the nominating committee shall have made sufficient paper ballots containing the names of the nominees in alphabetical order to be used for the voting of members for such directors at the annual general meeting.
FINANCIAL YEAR
Unless otherwise determined by the Board of Directors, the fiscal year of the Association shall terminate on the 31st day of March in each year.
DISSOLUTION
In the event that the Association shall be dissolved, all assets of the association shall be given to the Corporation of the Township of Cumberland.
AMENDMENTS OF BY-LAWS
The By-laws of the Association may be repealed or amended by resolution enacted by a majority of the directors at a meeting of the Board of Directors and approved by an affirmative vote of at least two-thirds of the voting members at a general meeting duly called for the purpose, among others, of considering the said resolution.
The letters Patent were issued 16 January 1991.
The original Bylaw #1 was passed at the first annual general meeting of the Association following its incorporation, on 24 April 1991. The first Class A directors elected at that time were:
George Blake
Sidney Marinoff
Debbie Parent
Paul Pelletier
David Villeneuve
This change to the Bylaw #1 was passed at the Annual General Meeting of the Fallingbrook Community Association on 8 May 1998.
