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CWA By-Laws

By-Law number 1, being a General By-Law for Cecebe Waterways Association

Enacted, 2004

WHEREAS residents and land owners in the area of Lake Cecebe, in the townships of Magnetawan and Ryerson, District of Parry Sound, have mutual interests in the environmental, recreational, political and cultural aspects of living in the area:

AND WHEREAS this Association has been organized to promote the welfare of the residents and land owners in matters of mutual interest:

AND WHEREAS the Association is incorporated under and governed by the laws of the Province of Ontario

BE IT ENACTED as a by-law of Cecebe Waterways Association as follows:

I. OBJECTS

The aims and objects of the Association shall be:

  1. To promote the mutual interests of the seasonal and permanent residents and landowners on Lake Cecebe and its area waterways in the townships of Magnetawn and Ryerson, and to make representations and undertake negotiations on behalf of those residents and landowners.
  2. Without limiting the generality of the foregoing, the Corporation shall:
    1. collect and distribute information relevant to the interests of its members:
    2. study and report on governmental, industrial and other plans affecting the residents and landowners and take such action as the membership may direct:
    3. protect the environment and protect the water resources from pollution of any kind and assist in the conservation of fish, fowl, game and all natural resources and the preservation of same for the use and enjoyment of future generations:
    4. promote the safe and responsible operation of all watercraft, snowmobiles and other recreational vehicles and related activities:
    5. promote aquatic, social, cultural and other activities for the benefit of all residents and land owners on Lake Cecebe and its area waterways:
    6. do such things as may from time to time be deemed necessary or advisable to further and protect the interests of the members.

II. HEAD OFFICE

The head office of the Association shall be in the Township of Ryerson, Province of Ontario or at such place as the Board of Directors may from time to time designate.

III. MEMBERSHIP AND FEES

  1. There shall be two classes of Membership: Active and Honourary.
  2. Active membership shall be open to all residents seasonal or year round
  3. on the Cecebe waterways and vicinity and shall entitle the designated member one vote. Active membership is defined as individual memberships of persons 18 years of age or older or family memberships of two or more persons 18 years of age or older and maintaining a family relationship. Active individual membership and active family membership shall have the right to exercise one vote.
  4. The board may award honourary memberships for past service and other
  5. considerations. Such membership would carry no fees and bestow upon the
    member the right to attend association meetings and events and to receive
    association communication. Such membership shall not have voting privileges. The board retains the right to discontinue such membership at any time.
  6. All active and honourary members, together with all members of their immediate family, (including sons, daughters, parents and grandparents), shall be entitled to participate in all social and business activities of the Corporation save and except that voting on any Resolution, by-law or for the election of directors or officers of the Corporation at any annual or general meeting shall be restricted to active members.
  7. Any member in default of payment of his/her annual dues or special assessment for more than three months shall be liable to suspension from the membership upon Resolution passed by seventy-five (75%) affirmative vote of the Board of Directors at a meeting called for such purpose. Membership fees are due no later than the Annual Regatta, failing which the member shall be deemed in default.
  8. Members deemed in default shall automatically lose his/her/their membership until such time as the dues have been paid in full.
  9. Membership fees are not transferable.

IV. BOARD OF DIRECTORS

  1. The affairs of the corporation shall be managed by the Board of Directors who may be known and referred to as directors, trustees or governors and who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, that are not by the by-laws or any special resolution of the Corporation or statute expressly directed or required to be done in some other manner. The Board shall have the full power to make such rules and regulations as it may from time to time consider necessary for the government and well being of the Corporation and the conduct generally of its members, and that such rules and regulations shall not be inconsistent with this by-law, or the provisions of any by-law of the Corporation, or the provisions of any law.
  2. The number of directors shall be between four (4) and seven (7), whose term of office shall be for two years commencing at the end of the AGM and continuing until the conclusion of the 2nd succeeding AGM. The Immediate Past President will be an ex-officio member of the board.
  3. Any active member of the corporation whose annual dues are not in default shall be eligible for election. Any director who is an active member whose term of office is expiring shall be eligible for re-election.
  4. Any vacancy on the Board of Directors may be filled upon passing of a Resolution by the remaining members of the Board of Directors appointing an active member to serve the balance of the term created by the vacancy.
  5. A person ceases to be a director if:
    • i. s/he becomes a bankrupt or is declared insolvent
    • ii s/he is found by a court to be mentally incompetent or of unsound mind
    • iii s/he resigns office by notice in writing to the secretary of the Association
    • iv s/he ceases to be a member of the Association
    • v s/he dies
  6. The members of Association 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 or her term of office and may, by majority of votes cast at such meeting, elect any member in his or her stead for the remainder of his or her term.
  7. No director or officer shall receive compensation for services but shall be entitled to be paid out of pocket expenses incurred in the ordinary course of discharging his or her duties as they relate to the Corporation.
  8. A quorum of the Board of Directors shall consist of not less than a majority of the directors.
  9. Questions arising at any meeting of directors shall be decided by a majority of the votes. In case of a tie, the chairman of the meeting in addition to his/her original vote shall have a second or casting vote.
  10. Notwithstanding any irregularities or non-compliance with these by-laws, all acts done by the Board are valid upon ratification at the next properly called meeting after the Board after notice of the irregularity. Any acts not so ratified are void from inception.

V. MEMBERS MEETINGS

  1. An annual general meeting shall be held on a date to be fixed by the Board of Directors within the months of July and August in each year for the purpose of receiving reports, approval of the acts of the directors and electing directors.
  2. With the notice of the annual general meeting, the nominating committee will present a slate of members to be nominated as directors at the annual general meeting. All such nominees must have given their prior consent in writing. Nominations may be accepted from the floor only if the nominee is present and consents or has given his/her prior consent in writing.
  3. At least 15 days prior notice shall be given to the members concerning the holding of the Annual general meeting.
  4. 15 voting members shall constitute a quorum for the holding of an annual general meeting.
  5. 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 such proxy, the same rights that the member appointing him or her would be entitled to exercise if present at the meeting. A proxy need not be a member of the Association.
  6. Motions shall be determined by a simple majority of votes on a show of hands.
  7. In electing the directors, where more than the required number of directors are nominated and stand for election, the election shall be by secret ballot.

VI. ANNUAL DUES AND SPECIAL ASSESSMENTS

  1. The annual fee for active membership shall be such amount as may be determined from time to time by Resolution of the Board of Directors.
  2. The Board of Directors may from time to time establish a fee to be paid for participation in any activity sponsored by the Corporation;
  3. The Board of Directors may from time to time pass a Resolution providing for a special assessment to raise funds for a special purpose of the Corporation but such Resolution shall not be effective nor shall such assessment become due and payable until such Resolution is approved by at least a 2/3rd majority of the votes cast at a general meeting of the Corporation called for the purpose of considering such Resolution.

VII. NOTICE

  1. Notice of any annual meeting, or general meeting of the corporation shall be given by ordinary mail, or telecopier, addressed to the last known address of all active members at least fifteen (15) days before the day set for such meeting.
  2. Notice of Board of Directors meeting shall be given by ordinary mail or telecopier, in writing addressed to the director at his/her last known address at least seven (7) days before the date of the holding of such a meeting. A member of the Board of directors may waive such notice or any irregularity in the provision of such notice. provided that if notice is given to any director by direct communication by telephone, personally or by wire, the requirement of notice in writing shall be waived.
  3. The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at such meeting.

VIII. Officers of the Corporation

  1. There shall be a President, a Secretary and a Treasurer and other such officers as the Board of Directors may determine from time to time. The officers shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of directors. The officers of the Corporation will hold office until the conclusion of the 1st meeting of the directors after the next succeeding AGM. Board may by 2/3rd majority motion remove or replace any director or officer.
  2. All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices, and such other powers and duties respectively as may from time to time be assigned to them by the Board of Directors; subject however, to any special resolutions of the Corporation.
  3. In the event of a vacancy during the term of the office, the Board of Directors shall elect a member of the Board to fill the vacancy.

IX. Duties of President

  1. The President shall, when present, preside at all meetings of the members of the Corporation and 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 officer appointed by the board for the purpose, shall sign all minutes, resolutions, by-laws and membership certificates. In the absence of failure to act of the President, the Secretary shall assume the duties of the President.

X. Duties of the Secretary

  1. The Secretary shall be ex officio clerk of the Board of Directors. He/She 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/She shall give all notices required to be given to members and to directors. He/She shall be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he/she 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/she shall perform such other duties as may from time to time be determined by the Board of Directors.

XI. Duties of the Treasurer

  1. The Treasurer shall perform the usual duties of a Treasurer and 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 by designated by the Board of Directors. He/She shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefore and shall tender to the Board of Directors at the regular meetings thereof or whenever required of him/her, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He/She shall also perform such other duties as may from time to time be determined by the Board of Directors.

XII. Duties of Other Officers

  1. 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 them.

XIII. Execution of Documents and Banking Instruments

  1. The signing officers of the Corporation are the President, the Secretary and the Treasurer.
  2. All documents must bear the signature of the President and one of the Secretary or the Treasurer. In the absence or inability of the President to fulfill this duty, the Secretary and the Treasurer shall sign all documents.
  3. Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President and Secretary or by any person authorized by the Board.

XIV. Books and Records

  1. 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.

XV. Amendments to this By-Law

  1. No amendment to this by-law shall be valid unless and until ratified by two-thirds of the members present at a general meeting of the Corporation called for the purpose of considering and approving such amendment.

XVI. Fiscal Year End

  1. The fiscal year end of the Corporation shall be December 31 or on such other date as the directors may from time to time by resolution determine.

XVII. INDEMNITIES TO AND PROTECTION OF DIRECTORS AND OFFICERS

  1. Indemnification: Every director and officer of the Corporation and his or her 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,
    • .01 All costs, charges and expenses whatsoever which the director or officer sustains or incurs or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done, or permitted by him or her in or about the execution of the duties of his or her office: and
    • .02 All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by his or her own willful neglect or default.
  2. Protection except as otherwise provided in statute, no directors or officers of the Corporation 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 act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency of deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her own wrongful and willful act or through his or her own wrongful and willful neglect or default.

XVIII. COMMITTEES AND DELEGATION

  1. The Directors may appoint Standing and Ad-hoc Committees as required and establish their terms of reference. The chairman of each standing committee shall be a member, and if not a director, shall report to the Board through a director. The Board may at any time delegate to any person the authority to manage and direct business and affairs of the Corporation by contract or otherwise, and whatever consideration the Board may consider appropriate.

ENACTED and PASSED at a meeting of the Board of Directors held on the 5th day of June, 2004.

Tim Brunton, President

Barbara Morrison, Secretary


APPROVED at a general meeting of the Corporation held of the 10th day of July, 2004.

Tim Brunton, President

Barbara Morrison, Secretary

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