BY-LAW NUMBER 1 A by-law relating generally to the organization and the transaction of the affairs of DAVIDSON LAKE ASSOCIATION INC.
Contents of Articles
One – Interpretation
Two – Transaction of the Affairs of the Company
Three – Directors
Four – Officers
Five – Protection of Directors and Officers
Six – Members
Seven – Meetings of Members
Eight – Notices
Nine – By-Laws
Ten – General
Eleven – Articles of Procedure
BE IT ENACTED as a by-law of the Company as follows:
ARTICLE ONE INTERPRETATION
1.01 Definitions In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the N.B. Companies Act and any act that may hereinafter be substituted therefor, as from time to time amended;
“board” means the board of directors of the Company;
“Company” means the Company without share capital incorporated under the Act by letters patent dated December 2, 2009 and named DAVIDSON LAKE ASSOCIATION INC., sometimes referred to as the Corporation or Association;
“letters patent” means the letters patent incorporating the Corporation as from time to time amended and supplemented by supplementary letters patent;
“meetings of members” includes an annual meeting of members and a special meeting of members;
“special meeting of members” includes a meeting of any class or classes of members, as well as a special general meeting of members; and
words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.
ARTICLE TWO TRANSACTION OF THE AFFAIRS OF THE CORPORATION
2.01 Head Office Until changed in accordance with the Act, the head office of the Company shall be in the Municipality of Fredericton, in the Province of New Brunswick.
2.02 Seal The seal of the Company shall be in the form impressed hereon.
2.03 Financial Year Until otherwise ordered by the board, the financial year of the Corporation shall end on the last day of each year.
2.04 Execution of Instruments Deeds, transfer, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Company by any two (2) persons who are the president or a vice-president or a director and by the secretary or the treasurer or an assistant secretary or an assistant treasurer or another director. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereto.
2.05 Banking Arrangements The banking business of the Company shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.
ARTICLE THREE DIRECTORS
3.01 Number of Directors and Quorum The affairs of the Company shall be managed by its board of directors. Until changed in accordance with the Act, the number of directors shall be a minimum 3 directors, of whom 2/3 shall constitute a quorum.
3.02 Qualification No person shall be qualified as a director unless he is a member and is nineteen (19) or more years of age; provided that if a person who is not a member is elected a director he may so qualify by becoming a member within ten (10) days after the date of his election.
3.03 Election and Term The whole board shall be elected at each annual meeting of members to hold office until the next annual meeting, but if a new board is not elected thereat the directors then in office shall continue in office until their successors are duly elected. Retiring directors shall be eligible for re-election. The election may be by a show of hands or by resolution of the members unless a ballot be demanded by any member.
3.04 Vacation of Office The office of a director shall be vacated upon the occurrence of any of the following events: a) if a receiving order is made against him or if he makes an assignment under the Bankruptcy Act; b) if an order is made declaring him to be a mentally incompetent person or incapable of managing his affairs; c) on death; or d) if by notice in writing to the secretary of the Corporation he resigns his office.
3.05 Removal of Directors The members may, by resolution passed by at least two thirds (2/3) of the votes cast thereon at a special meeting of members called for the purpose, remove any director before the expiration of his term of office and may, by majority vote, elect any person in his stead for the remainder of his term.
3.06 Vacancies Vacancies on the board may be filled for the remainder of the directors’ term of office either by the members at a special meeting of members called for the purpose or by the board if the remaining directors constitute a quorum.
3.07 Calling of Meetings Meetings of the board shall be held from time to time at the call of the board or the president or any two (2) directors. Notice of the time and place of every meeting so called shall be given to each director not less than forty-eight (48) hours (excluding Saturdays, Sundays and bank holidays) before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held.
3.08 First Meeting of New Board Provided a quorum of directors be present, each newly-elected board may without notice hold its first meeting immediately following the meeting of members at which such board is elected.
3.09 Regular Meetings The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.
3.10 Place of Meeting Meetings of the board shall be held at the head office of the Company or elsewhere in Canada or, if the board so determines or all absent directors consent, at some place outside Canada.
3.11 Chairman The president or, in his absence, a vice-president who is a director shall be chairman of any meeting of directors; and, if no such officer be present, the directors present shall choose one (1) of their number to be chairman.
3.12 Votes to Govern At all meetings of the board, every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.
3.13 Declaration of Interest It shall be the duty of every director of the Company who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Company, to declare such interest to the extent, in the manner and at the time required by the Act and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement if and when prohibited by the Act.
3.14 Remuneration The directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either director or indirectly, any profit from their office.
3.15 Committees The board from may time to time appoint such committee or committees, as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. Any such committees may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make.
ARTICLE FOUR OFFICERS
4.01 Election of Officers From time to time the board shall elect a president who shall be a director.
4.02 Appointment of Other Officers From time to time the board shall appoint a secretary and may appoint one (1) or more vice-presidents, a treasurer and such other officers as the board may determine. The officers so appointed may but need not be directors and one (1) person may hold more than one (1) office, save that the president may not hold the office of secretary.
4.03 Terms of Employment The terms of employment of officers appointed by the board shall be settled from time to time. The board may remove at its pleasure any officer of the Company. Otherwise, each officer appointed by the board shall hold office until his successor is appointed, save that the term of office of any officer who is a director shall expire if and when he shall cease to be a director.
4.04 President The president shall have the general management and direction, subject to the authority of the board, of the organization and transaction of the affairs of the Company. He shall have such other powers and duties as the board may prescribe.
4.05 Vice-President During the absence or disability of the president, his duties shall be performed and his powers shall be exercised by the vice–president or, if there is more than one (1), by the vice-presidents in order of seniority. A vice-president shall have such other powers and duties as the board or the president may prescribe.
4.06 Secretary The secretary shall attend and be the secretary of all meetings of members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to members and directors; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation except when some other officer or agent has been appointed for that purpose; and he shall perform such other duties as the board or the president may prescribe.
4.07 Treasurer The treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Corporation and, under the direction of the board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall perform such other duties as the board or the president may prescribed.
4.08 Duties of Other Officers The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or as the board or the president pay prescribe. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the president otherwise directors.
4.09 Variation of Duties From time to time the board may vary, add to or limit the powers and duties of any officer.
4.10 Agents and Attorneys The board shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers of management or otherwise (including the power to appoint as may be thought fit).
ARTICLE FIVE PROTECTION OF DIRECTORS AND OFFICERS
5.01 Limitation of Liability No director or officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board 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 from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Company 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 wilful neglect or default.
5.02 Indemnity Every director and officer of the Company 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 Company from and against:
(a) all costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that 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; and
(b) all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the Company;
except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
ARTICLE SIX MEMBERS
6.01 Members The membership of the Company shall consist of the applicants for incorporation, landowners and their spouses within the community of Dumfries, including Davidson Lake and associate members within the general public. Membership will be conditional upon the payment of a fee as determined by the Board of Directors. Associate members are a non-voting membership.
6.02 Term of Membership The interest of a member in the Company is not transferable and lapses and ceases to exist upon failure to pay the fee for membership, if any, within a time after which such fee is due as the board may prescribe from time to time or upon death or a member resigning or otherwise ceasing to be a member in accordance with the by-laws of the Company.
6.03 Resignation A member may resign by a resignation in writing which shall be effective upon delivery of the resignation or a copy thereof to the Board.
6.04 Removal The board may pass a resolution authorizing the removal of a member for cause from the register of members of the Company. No such resolution shall be put before the board until after the member in question has been notified in writing of the cause and afforded an opportunity for a hearing before the board. The board shall notify any such member of the act which, in their opinion, is improper or detrimental to the Company and of the time and place of the meeting of the board at which time the member in question will be heard. Such notice shall be given at least one (1) week prior to such meeting.
ARTICLE SEVEN MEETINGS OF MEMBERS
7.01 Annual Meeting The annual meeting of the members shall be held at such time and on such day in each year as the board or the president may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be placed before the annual meeting, electing directors, and for the transaction of such other matters as may properly be brought before the meeting.
7.02 Special Meetings The board, the president, or any two (2) directors, shall have the power to call a special meeting of members at any time.
7.03 Place of Meetings Meetings of members shall be held at the head office of the Company or elsewhere in the municipality in which the head office is situate or, pursuant to section 7.05 or if the board shall so determine, at some other place in Canada or elsewhere; provided that every meeting of members at which directors are elected shall be held within Canada.
7.04 Notice of Meetings Notice of the time and place of each meeting of members shall be given in the manner hereinafter provided not less than ten (10) days before the day on which the meeting is to be held to each member of record at the close of business on the day on which the notice is given. Notice of a special meeting of members shall state the general nature of the matters to be considered at it.
7.05 Meetings Without Notice A meeting of members may be held at any time and place without notice if all the members entitled to vote thereat are present in person or represented by proxy or waive notice of, or otherwise consent to, such meeting being held, and at such meeting any matters may be considered which the Corporation at a meeting of members may transact.
7.06 Chairman, Secretary and Scrutineers The president or, in his absence, a vicepresident who is a director of the Corporation shall be chairman of any meeting of members; if no such officer be present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one (1) of their number to be chairman. If the secretary of the Corporation be absent, the chairman shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one (1) or more scrutineers, who need not be members, may be appointed by a resolution or by the chairman with the consent of the meeting.
7.07 Persons Entitled to Be Present The only persons entitled to attend a meeting of members shall be those entitled to vote thereat and others who, although not entitled to vote, are entitled or required under any provision of the Act or the letters patent or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
7.08 Quorum A quorum for the transaction of business at any meeting of members shall be a minimum three persons present in person and each entitled to vote thereat.
7.09 Right to Vote At any meeting of members, every person shall be entitled to vote who is at the time of the meeting entered in the books of the Corporation as a member of the Company, except associate members as defined in section 6.01 herein.
7.10 Proxies At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him, the same voting rights that the member appointing him would be entitled to exercise if present at the meeting. A proxy must be a member. An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the secretary of the Company or of the meeting or as may be directed in the notice calling the meeting.
7.11 Votes to Govern At any meeting of members, every question shall, unless otherwise required by the letters patent or by-laws of the Company or by law, be determined by the majority of votes cast on the question.
7.12 Show of Hands Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one (1) vote. Whenever a vote by a show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
7.13 Polls After a show of hands has been taken on any question, the chairman may require or any person entitled to vote on the question may demand a poll thereon. A poll so required or demanded shall be taken in such manner as the chairman shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each person present shall be entitled to one (1) vote, and the result of the poll shall be the decision of the members upon the said question.
7.14 No Casting Vote In case of an equality of votes at any meeting of members either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to an additional or casting vote.
7.15 Adjournment The chairman at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.
ARTICLE EIGHT NOTICES
8.01 Method of Giving Notice Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered to his last address as recorded in the books of the Corporation or if mailed by prepaid ordinary mail or e-mail addressed to him at his last address as recorded in the books of the Company or if sent to him at his said address by any means of transmitted or recorded communication. The secretary may change the address on the Company’s books of any member, director, officer or auditor in accordance with any information believed by him to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address 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 of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.
8.02 Computation of Time In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
8.03 Omissions and Errors The accidental omission to give any notice to any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
8.04 Waiver of Notice Any member (or his duly appointed proxy or representative), director, officer or auditor may waive any notice required to be given to him under and provision of the Act or the letters patent or the by-laws of the Company, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
ARTICLE NINE BY-LAWS
9.01 Repeal and Amendment The by-laws of the Company may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a special meeting duly called for the purpose of considering the said by-law.
ARTICLE TEN GENERAL
10.01 That the company shall be carried on without the purpose of gain for its members and any profits or other accretions to the company shall be used in promoting its objects and that no part of the income of the company shall be payable to or otherwise available for the personal benefit of any member thereof.
10.02 That upon dissolution of the company and after payment of all debts due and liabilities, its remaining property shall be distributed or disposed of to registered charities recognized by the Canada Customs and Revenue Agency having objects the same as or similar to the objects of the company which carry on their work solely in Canada, and no part of any property of the company shall be available to its members upon such dissolution.
ARTICLE ELEVEN RULES OF PROCEDURE
11.01 The Rules of Procedure contained in the most recent edition of “Robert’s Rules of Order” will be used to govern the Corporation, whenever they are applicable; in so much as they are not incompatible with the Associations’s Rules of with the Companies Act.
PASSED by the directors the day of , 2010.
Kenneth Harold Donald