By-Laws of the Friends of Lake Pemichangan

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT
OF THE BUSINESS AND AFFAIRS OF THE FRIENDS OF LAKE PEMICHANGN

Section 1     – interpretation

1.1           Definitions

In the By-laws of the Association, unless the context otherwise requires:

(1)           Annual General Meeting means the annual general meeting of the Members.

(2)           Association means The Friends of Lake Pemichangan.

(3)           Board means the board of directors of the Association.

(4)           By-laws means these by-laws and all other by-laws of the Association from time to time in force and effect.

(5)           Director means a member of the Board.

(6)           Members means the members of the Association and includes non-voting members.

Section 2    – GENERAL BUSINESS

2.1           Financial Year

The Board may, by resolution, fix the financial year end of the Association and may from time to time, by resolution, change the financial year end of the Association.

2.2             Execution of Instruments

(1)  Cheques and disbursements issued on behalf of the Association shall be signed by the (i) President of the Association; and (ii) the Treasurer of the Association or by another Board member designated by the Board.

(2)   In addition, the Board may from time to time authorize any other person or persons to sign any particular instruments.

SECTION 3 – DIRECTORS AND BOARD MEETINGS

3.1     Election of Directors

(1)  The Board shall have a minimum of two (2) Directors and a maximum of ten (10) Directors.

(2)  The Nominating Committee, to be named by the President, shall prepare a candidates list for the election of Directors to the Board.  The election of Directors shall be by resolution or, if demanded by a Member or a proxyholder, by ballot, such vote to take place at the Annual General Meeting.

(3)  In addition to those candidates named by the Nominating Committee, two Members, acting in concert, may nominate an individual to the Board of Directors at the Annual General Meeting, such nomination to be considered pursuant to the standard meeting procedures.

(4)  In the event that an individual is nominated to the Board by two non-voting Members, such Members will not have the right to vote for the said nominee.

(5)  For further clarity, non-voting members may be elected to the Board and will, as Board members, vote during Board meetings, but shall not have the right to vote at Annual General Meetings.

3.2  Place of Meetings

Board meetings may be held at any other place within Quebec or Ontario.

3.3  Calling of Meetings

Board meetings shall be held from time to time at such time and at such place as the Board, the President or any four Directors may determine.

3.4  Notice of Meeting

Notice of the time and place of each Board meeting shall be sent to each Director:

i)      not less than seven days before the time when the meeting is to be held if the notice is mailed; or

ii)    not less than 48 hours before the time the meeting is to be held if the notice is given personally, is delivered or is communicated by telephone or electronic means.

3.5  Chair and Secretary

The chair of any Board meeting shall the President.  If the President is not present, the Directors present shall choose one of their number to be chair.  The secretary of the Association shall act as secretary of any Board meeting, and, if the secretary of the Association is absent, the chair of the meeting shall appoint a person who need not be a Director to act as secretary of the meeting.

3.6  Quorum

A majority of the Directors constitutes a quorum at a Board meeting.

3.7  Votes to Govern

At all Board meetings, every question shall be decided by a majority of the votes cast on the question.

3.8  Casting Vote

In case of an equality of votes at a Board meeting, the chair of the meeting shall be entitled to a second or casting vote.

4       – OFFICERS

4.1  Appointment

The Board designates the officers of the Association including a president, a secretary, a treasurer and such other officers as the Board may determine for a fixed two-year term.  One person may hold more than one office.  The Board may specify the duties of any officer in accordance with these By-laws.  Except for the chair of the Board, an officer may but need not be a Director.

4.2  President

The president shall have such other powers and duties as the Board may specify.

4.3  Secretary

Unless otherwise determined by the Board, the secretary shall attend and be the secretary of all Board meetings.  The secretary shall enter or cause to be entered in records kept for that purpose minutes of all proceedings at Board meetings and committees of the Board, whether or not he or she attends such meetings.  The secretary shall give or cause to be given, as and when instructed, all notices to Members, Directors, officers, auditors and members of committees of the Board.  The secretary shall be the custodian of all books, records and instruments belonging to the Association, except when some other officer or agent has been appointed for that purpose.  The secretary shall have such other powers and duties as otherwise may be specified.

4.4  Treasurer

The treasurer shall keep proper accounting records and shall be responsible for the deposit of money and the disbursement of the funds of the Association. The treasurer shall render to the Board whenever required an account of all his or her transactions as treasurer and of the financial position of the Association.  The treasurer shall have such other powers and duties as otherwise may be specified.

5       – ANNUAL GENERAL MEETINGS

5.1  Annual General Meetings

There will be an Annual General Meeting in each year within 180 days of the ending of the fiscal year, at a place, date and time to be decided by the Board of Directors of which ten days written notice shall be given to all Members mailed, by ordinary mail to the last recorded address of each member or via electronic means.

5.2  Special Meetings of Members

Special meetings of Members may be called by the Board of Directors at any time and shall be called by the Board of Directors upon written request of ten Members of good standing.  Ten days written notice of such special meeting shall be given to all Members mailed, by ordinary mail to the last recorded address of each member or via electronic means.  The purpose for which such special meeting is called shall be set forth in any request to the Board of Directors and in the notice to Members.

5.3  Quorum

Twenty percent (20%) of the votingMembers shall constitute a quorum at a meeting of Members.

5.4  Votes to Govern

At any meeting of Members, every question shall, unless otherwise required by the Articles and/or By-laws, be determined by a majority of the votes cast on the question by those entitled to vote.

5.5  Casting Vote

In case of an equality of votes at any meeting of Members either on a show of hands or on a poll, the president shall be entitled to a second or casting vote.

5.6  Show of Hands

Any question at a meeting of Members shall be decided by a show of hands, unless a ballot is required or demanded as provided.  On a show of hands, every person who is present and entitled to vote shall have one vote.  Whenever a vote by show of hands has been taken on a question, unless a ballot is required or demanded, a declaration by the chair of the meeting that the vote on 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 question, and the result of the vote so taken shall be the decision of the Members entitled to vote on the question.

5.7  Ballots

On any question proposed for consideration at a meeting of Members, and whether or not a show of hands has been taken on it, the chair of the meeting may require a ballot or any person who is present and entitled to vote on the question at the meeting may demand a ballot.  A ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct.  A requirement or demand for a ballot may be withdrawn at any time before the ballot is taken.  The result of the ballot so taken shall be the decision of the Members on the question.

6       – ADOPTION of and AMENDMENTS TO BY-LAWS

6.1  No by-law shall be effective unless approved by the affirmative vote of two-thirds of voting Members present at the Annual General Meeting of Members following adoption of the by-law by the Board of Directors or at a special meeting of Members called for that purpose.  Notice of any such by-law shall be included in the notice calling the Annual General Meeting or special meeting of Members.

6.2  No repeal, amendment, re-enactment of a by-law shall be effective unless approved by the affirmative vote of two-thirds of the voting Members present at the Annual General Meeting following adoption of the repeal, amendment or re-enactment by the Board of Directors or at a special meeting of Members called for that purpose.  Notice of any such repeal, amendment, or re-enactment of a by-law shall be included in the notice calling the Annual General Meeting or special meeting of Members.

7       – PRESCRIBED FEES AND EXPENDITURES

7.1  The Board of Directors shall fix the amount of fees payable annually for membership and otherwise.  The scale of fees shall be submitted to the Annual General Meeting and shall not be effective until approved by the affirmative vote of the voting members present at that meeting.

7.2  The Board of Directors may make any expenditures on behalf of the Association for any purpose deemed by it to be in furtherance of the objects of the Association but may not pledge the credit of the Association or borrow money without first obtaining the approval of a two-thirds of Members present at meeting of Members.

8       – AUDITORS AND FINANCIAL STATEMENTS

8.1  An auditor shall be appointed at each Annual General Meeting whose duties it shall be to audit the accounts of the Association for the current year and to report at the next Annual General Meeting.  Such an auditor must be independent from the Board of Directors.

8.2  Members shall be presented with a copy of the Association’s financial statements at the Annual General Meeting for the preceding year with an auditor’s report thereon.