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BYLAW NO

 

 

 

PORT FRANKS BEACH HOMEOWNERS’ ASSOCIATION INCORPORATED

 

BYLAW NO. 1

 

 

YEAR 2005

 

 

 

 

 

 

 

This supersedes any previous amendments to the bylaw

 

 

 

 

 

 

 

 

Confidential


BYLAW NO. 1

 

A bylaw relating generally to the transaction of the affairs of

 

PORT FRANKS BEACH HOMEOWNERS’ ASSOCIATION INCORPORATED

 

BE IT ENACTED as a bylaw of PORT FRANKS BEACH HOMEOWNERS’ ASSOCIATION INCORPORATED as follows:

 

PREAMBLE:         The PORT FRANKS BEACH HOMEOWNERS’ ASSOCIATION was incorporated by a group of residents of the Port Franks area who obtained ownership of a section of Lake Huron beach described in the deed #422917, registered at the Lambton Land Registry.  The purpose of this acquisition was to maintain the area to be available for passive recreational activities of area residents, as defined by the agreement of purchase and detailed on the deed.

                An amending formula pertaining to any changes of the ownership or original intent as detailed in the deed will require a formal ballot vote of members in good standing who are registered owners of property in the designated areas.  To make changes a majority of two thirds of total membership will be required.

                All other Corporation business will be conducted as per the following bylaws:

               

1.0                 HEAD OFFICE

 

1.1                 The head office of the Corporation shall be in the Municipality of Lambton Shores of, in the Province of Ontario, and at such place therein as the directors may from time to time determine.

 

2.0                 SEAL

 

2.1                 The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.

 

3.0                 BOARD OF DIRECTORS

 

3.1           The affairs of the Corporation shall be managed by a board of directors of which two (2) directors shall be nominees of each of   1.  Huron Sands Home and Cottage Association’s Area, 2.  Old Ausable Association’s Area, 3.    Richmond Park Cottagers’ Association’s Area, 4. Port Franks Area and 5. Windsor Park Cottagers’ Association Incorporated Area  (herein called “the Areas”) who at the time of his/her election or within ten (10) days thereafter and throughout his/her term shall be a member of the Corporation.

 

3.2                 Each Area shall have a minimum of eight (8) members to have two (2) directors representing them.  Only members in good standing shall stand for a directorship.  In the event of a non-organized Area, the Corporation’s directors may accept two (2) volunteers who are from that Area and who are acceptable to the board to represent the interests of the Area for a directorship position.  Other areas shall be admitted with the approval of the membership.  Each director shall be elected to hold office until the first annual meeting after he/she has been elected or until his/her successor shall be duly elected and qualified.

 

3.3                 The incumbent vice-president is to be automatically nominated for president at the end of his/her one-year term.  The retiring directors shall be eligible for re-election if otherwise qualified.  The election may be a show of hands unless a ballot is demanded by any member.  A director is to be replaced by someone in their own organization, see Section 3.1.

 

3.4                 The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which prior notice specifying the intention to pass such resolution has been given, remove any director before the expiration of the term of office, and may, by a majority of the votes cast at that meeting, elect any member in his/her stead for the remainder of his/her term.

 

 

4.0           VACANCIES, BOARD OF DIRECTORS

 

                4.1           Vacancies on the board of directors, however caused, may so long as a quorum of the directors remain in office, be filled by the directors from among qualified members of the Corporation. Otherwise such vacancy shall be filled at the next meeting of the members at which the directors for the ensuing year are elected.

 

                4.2           If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.

 

5.0                 QUORUM AND MEETINGS, BOARD OF DIRECTORS

 

                5.1           A simple majority of the directors shall form a quorum for the transaction of business.  Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine.  No formal notice of any such meeting shall be necessary if all the directors are present when date and place are given, or if those absent have signified their consent to the meeting being held in their absence.

 

5.2           Director’s meetings may be formally called by the President or by the Vice-President or by the Secretary on direction of the President or Vice-President, or by the Secretary on direction in writing of two (2) directors.

 

5.3           Notice of such meeting shall be delivered or telephoned to each director not less than three (3) weeks before the meeting is to take place.  The statutory declaration of the Secretary or President that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice.

 

5.4           The board may appoint a day or days in any month or months in the summer for regular meetings at an hour to be named and of such regular meeting no notice need be sent.  A directors’ meeting may also be held, without notice, immediately following the annual meeting of the Corporation.  The directors may consider or transact any business either special or general at any meeting of the board.  Meetings are to be held in summer months (defined as May through October) except for emergency business.

 

6.0           ERRORS IN NOTICE, BOARD OF DIRECTORS

 

6.1           No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or make void any proceedings taken at such meeting and any director may at any time waive notice of any such meeting and must ratify and approve all proceedings taken or had thereat.

 

7.0           VOTING, BOARD OF DIRECTORS

 

7.1           Questions arising at any meeting of directors shall be decided by a simple majority of votes.  In case of an equality of votes, the Chairman, who has no original vote, shall have the deciding vote.  All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.

 

7.2           A declaration by the Chairperson that a resolution has been carried and an 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 favor of or against such a resolution.

 

8.0           POWERS OF THE BOARD OF DIRECTORS

 

8.1           The directors of the Corporation may administer the affairs of the corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract into which the Corporation may lawfully enter.  The directors save as hereinafter provided, may exercise all such other powers and perform all such other acts as the Corporation is by its character or otherwise authorized to exercise and do.

 

8.2           Total transactions are to be restricted to three thousand dollars ($3000.00) per year without prior consent of the membership.

 

9.0           REMUNERATION OF DIRECTORS

 

                9.1           The directors shall receive no remuneration for acting as such.

 

10.0         OFFICERS OF CORPORATION

 

10.1         There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and a Treasurer, a Secretary-Treasurer and such other officers as the board of directors may determine by bylaw from time to time.  One person may hold more than one office except the offices of President and Vice-President.  The President and Vice-President shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of the board of directors provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected.

 

11.0         DUTIES OF PRESIDENT AND VICE-PRESIDENT

 

11.1         The President shall, when present, preside at all meetings of the members of the Corporation and of 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 bylaws and membership certificates.  During the absence or the inability of the President, these duties and powers may be exercised by the Vice-President.  If the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

 

12.0         DUTIES OF THE SECRETARY

 

12.1         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 members and to directors.  He/she shall be the custodian of the seal of the Corporation and 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.  He/she shall perform such other duties as may from time to time be determined by the board of directors.

 

13.0         DUTIES OF THE TREASURER

 

13.1         The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or all monies of valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be 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 render to the board of directors at the regular meetings thereof or whenever required of him/her, an account of all his/her 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.

 

14.0         DUTIES OF OTHER OFFICERS

 

14.1         The duties of all other officers of the Corporation shall be such as the terms of their engagement call for, or the board of director requires of them.

 

15.0         EXECUTION OF DOCUMENTS

 

15.1         Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice-President and by the Secretary or Treasurer and any officer shall affix the seal of the Corporation to such instruments as require the same.

 

15.2         Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by any director and/or officer or by any person authorized by the board.

 

15.3         The President, Vice-President, the directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name of and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers or shares, bonds or other securities on the books  of any company or corporation.

 

15.4         Notwithstanding any provisions to the contrary companied in the bylaws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.

 

16.0         BOOKS AND RECORDS

 

16.1         The directors shall see that all necessary books and records of the Corporation required by the bylaws of the Corporation or by any applicable statute or law are regularly and properly kept.

 

17.0         MEMBERSHIP

 

17.1         Any person now or hereafter who is a member of “the Areas” who pays the initial fee for membership shall become automatically a member of the Corporation.

 

17.2         No corporations or legal entities shall be allowed membership.

 

17.3         Members may resign by resignation in writing, which shall be effective upon acceptance thereof by the board of directors.  In cases of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Corporation prior to acceptance of his resignation.

 

17.4         Each member in good standing shall be entitled to one (1) vote on each question arising at any special or general meeting of the members.

 

17.5         Each member shall promptly be informed by the Secretary of his admission as a member.  Membership shall be limited to one-hundred-fifty (150) members in total.  New members over the one-hundred-fifty total to be admitted by consent of the membership.

 

18.0         DUES

 

18.1         Each lot owner applying for membership shall pay an initial fee of one-hundred dollars ($100.00) to become a member of the Corporation and thereafter shall pay an annual membership fee to be determined by a resolution of the board of directors and confirmed by a majority vote of the members present in person or represented thereat by proxy at an annual or other general meeting.

 

18.2         In an emergency situation where funds are needed above what the current accounts can provide, the board of directors, with the approval of the membership may levy additional dues to be paid in a time period as specified by the directors.

 

18.3         The Secretary shall notify the members of the dues and fees which payable in full at the annual spring are meeting.  If a member fails to pay his/her dues at or before the annual meeting, he/she shall be considered in default and will, therefore, automatically cease to have any voting privileges at any meeting of members of the Corporation.  Any such members may on payment of all unpaid dues or fees be reinstated provided that the payment is received within a one-year period following the official notification.

 

18.4         Members who have fallen into arrears as stated in 18.3 will no longer be members of the association and shall have forfeited the initial membership fee.

 

18.5         After the forty five (45) days where members are declared in default of dues, the Secretary shall send by registered mail, a letter stating same, to the member(s) last known address according to association records.  Notice is deemed to be received 57 days after mailing, regardless of whether received or not.

 

19.0         ANNUAL AND OTHER MEETINGS OF MEMBERS

 

19.1         The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint.

 

19.2         At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented.  A board of directors shall be elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.  The board of directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the Corporation.

 

19.3         No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be mailed to each member not less than three (3) weeks before the time for the holding of such meeting.

 

20.0         ERROR OR OMISSION IN NOTICE

 

20.1         No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation 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 must ratify, and approve any or all proceedings taken or had thereat.

 

20.2         For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Corporation.


 

21.0         ADJOURNMENT

 

21.1         Any meeting of the Corporation or of the directors may be adjourned to any time and from any time.  Such remaining business may be transacted at the following meeting after which such adjournment took place.  No notice shall be required of any such adjournment.  The adjournment may be made notwithstanding that no quorum is present.

 

22.0         QUORUM OF MEMBERS

 

22.1         A quorum for the transaction of business at any meeting of members shall consist of not less than twenty-five (25) members or their proxies.  In no case can a meeting be held unless there are (20) members present in person.

 

23.0         VOTING OF MEMBERS

 

23.1         Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one (1) vote or he/she may vote by proxy.  Such proxy need not be a member but before voting, shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents.  No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he/she has paid all dues or fees, if any, then payable.

 

23.2         At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the bylaws of the Corporation or by law.  Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any member.  Upon a show of hands, every member having voting rights shall have one (1) vote.  Unless a poll is demanded, a declaration of the Chairman that a resolution has been carried or not carried shall be admissible in evidence as prima facie proof of the vote.  An entry to that effect shall be made in the minutes of the Corporation.  The proportion of votes need not be documented.

 

23.3         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 votes given by the members present in person or by proxy.  Such poll shall be taken in the manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the Corporation meeting upon the matter in question.   In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to the casting vote.

 

24.0         FINANCIAL YEAR

 

24.1         Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate the 31st day of December in each year.

 

25.0         CHEQUES, ETC.

 

25.1         All cheques, bills of exchange or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.  Any one of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation.  The same may be endorsed “for collection” or “for deposit” with the bankers of the Corporation by using the Corporation’s rubber-stamp for the purpose.  Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release on certification of slips.

 

 

 

 

26.0         DEPOSIT OF SECURITIES FOR SAFEKEEPING

 

26.1         The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors.  Any and all securities so deposited may be withdrawn, for time to time only upon the written order of the Corporation, signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the board of directors.  Such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians of the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

 

27.0         NOTICE

 

27.1         Whenever under the provisions of the bylaws of the Corporation, notice is required to be given, such notice may be given either personally or by depositing same in a post office or public letter box, in a prepaid, sealed wrapper addressed to the director, officer or member at his/her or their address as the same appears on the books of the Corporation.

 

27.2         A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letterbox as aforesaid.  For the purpose of sending any notice, the address of any member, director or officer shall be his last address as recorded on the books of the Corporation.

 

28.0         BYLAW CHANGES

 

                28.1 Changes in the bylaw may be proposed at a general meeting by any member.

 

                28.2 Changes must be referred to a bylaw committee consisting of three or more members. One of these members shall be a director.

 

28.3 The bylaw committee and a chair of the committee will be appointed at a general meeting.

 

28.4 Bylaw changes will be subject to the advice of an attorney.

 

28.5 The bylaw committee will report to the next general meeting.

 

28.6 Any changes to the bylaw must be passed by a majority vote of the members present in person or represented thereat by proxy at an annual or other general meeting.

 

 

29.0         INTERPRETATION

 

29.1         In these bylaws and in all other bylaws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

 

Passed by the board of directors and sealed with the corporate seal this __________ day of _____________, 20______.

 

 

 

____________________________                                                               _____________________________

President                                                                                               Secretary

CONTACT INFORMATION
7388 Dolway Drive
Port Franks, Ontario
N0M 2L0
pfbha@execulink.com

© Copyright 2008
Port Franks Beach Homeowners' Association Inc.


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