BY-LAW No. 1
SILVER ISLET CAMPERS’ ASSOCIATION
A by-law relating generally to the
transaction of the
1. The Head Office of the Corporation shall be in the Township of Sibley, in the District of Thunder Bay, in the Province of Ontario, and at such place therein as the directors may from time to time determine.
2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS: AMENDED JULY 13, 1996
3. The affairs of the Corporation shall be managed by a board of NINE directors, each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Corporation. The directors of the Corporation shall be elected and shall retire in rotation. Three (3) elected directors shall be elected to hold office for a term of three years from the date of their election or until the third annual meeting of members after such date, whichever first occurs, and three (3) directors for a term of two years from the date of their election or until the second annual meeting after such date, whichever first occurs, and three (3) directors for a term of one year from the date of their election or until the next annual meeting after such date, whichever first occurs, and thereafter at each annual meeting, three (3) directors shall be elected to fill the positions of those directors whose term of office has expired, and each directors so elected shall hold office for a term of three (3) years, or until the third annual meeting of members after his or her election, whichever first occurs.
VACANCIES, BOARD OF DIRECTORS:
4. Vacancies of the board of directors, however caused, may so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
QUORUM AND MEETINGS, BOARD OF DIRECTORS:
5. A 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, or if those absent have signified their consent to the meeting being held in their absence. 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 the direction in writing of two directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than two days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. 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, 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.
ERRORS IN NOTICE: BOARD OF DIRECTORS:
6. No error or omission in giving such notice for a meeting of directors 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.
VOTING, BOARD OF DIRECTORS:
7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting 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 takn in the usual way by assent or dissent. A declaration by the Chairman 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 favour of or against such resolution. In the absence of the President his duties may be performed by the Vice-President or such director as the board may from time to time appoint for the purpose.
8. 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 which the Corporation may lawfully enter into and. Save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and 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, option, and other securities, lands, buildings, and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS:
9. The directors shall receive no remuneration for acting as such.
OFFICERS OF CORPORATION:
10. There shall be a President, a Vice-President, a Secretary, and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the board of directors may determine by by-law 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 elcted by the board after the annual election of such 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. The other officers of the Corporation need not be members of the board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board.
DUTIES OF PRESIDENT AND VICE-PRESIDENT:
11. 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 operation of the Corporation. The President and the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and membership certificates. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and 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, thee absence or inability of the President shall be presumed with reference thereto.
DUTIES OF SECRETARY:
12. The Secretary shall be ex officio clerk of the board of directors. He 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 shall give all notices required to be given to members and to directors. He 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 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 shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER:
13. 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 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 be designated by the board of directors. He shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefor and shall render to the board of directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF OTHER OFFICERS:
14. 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 of them.
EXECUTION OF DOCUMENTS:
15. 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, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or by any person authorized by the board.
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 a trustee or otherwise and may accept in the name 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 may 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 of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary contained in the by-laws 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.
BOOKS AND RECORDS:
16. 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.
MEMBERSHIP: AMENDED AUGUST 5, 1996
17. The membership shall consist of the applicants for the Incorporation of the Corporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by the board of directors.
Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of directors.
In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which become payable by him to the corporation prior to acceptance of his resignation.
Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.
Each member shall promptly be informed by the Secretary of his admission as a member.
There shall be two (2) categories of membership, consisting of the following:
a) “voting member”, limited to the registered owner or owners of land located at Silver Islet, (herein known as “the owner”) and any person or persons permitted by the owner to construct or reside in a dwelling upon land of the owner, on a permanent basis, (herein known as “the licensee”) together with the parents and child or children over the age of 18 years of such owner or licensee;
b) “non-voting member”, shall mean and include any person or persons residing temporarily on lands registered in the name of, and with the permission of, an owner of land at Silver Islet.
The intent of this provision relating to membership in the Association is that all persons who choose to use and enjoy any of the programs, activities and facilities of the Association, must qualify to do so by purchasing a voting or non-voting membership, and for this purpose a membership in the name of a spouse, child, or parent shall qualify his or her spouse, parent or child and children, respectively, for the sue and enjoyment of all the programs, activities and facilities provided by the Association.
18. There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by unanimous vote of the board of directors, which vote shall become effective only when confirmed by a vote of the members at an annual or general meeting.
The Secretary shall notify the members of the dues or fees at any time payable by them and. If any are not paid within 30 days of the date of such notice the members in default shall automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.
ANNUAL AND OTHER MEETINGS OF MEMBERS:
19. 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.
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 and a board of directors 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. 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 given to each member by sending the notice by prepaid mail or telegraph, ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Corporation are present thereat or represented by proxy duly appointed, and at such meetings any business may be transacted which the Corporation at annual or general meetings may transact.
ERROR OR OMISSION IN NOTICE:
20. 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 may ratify, approve and confirm any or all proceedings taken or had thereat. 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. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time such business may be transacted at such adjourned meetings as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS: AMENDED AUGUST 5, 1996
22. A quorum for the transaction of business at any meeting of members shall consist of not less than 15 voting members present in person or represented by proxy; provided that in no case can any meeting be held unless there are 15 voting members in person.
VOTING OF MEMBERS: AMENDED AUGUST 5, 1996
23. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each voting member of the Corporation shall at all such meetings of members be entitled to ONE vote and he may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No voting member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he has paid all dues or fees, if any, then payable by him.
At all meetings of voting members every question shall be decided by a majority of the votes of the voting members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have ONE vote, and unless a poll be demanded a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour or against the resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdraw the question shall be decided by a majority of votes given by the voting members present in person or by proxy, 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 Corporation in general 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 a second or casting vote.
24. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the 31st day of December, in each year.
25. All cheques, bills of exchange or other orders for the 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 and 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’s bankers for the credit of the Corporation, or the same may be endorsed “for Collection” or “for Deposit” with the bankers of the Corporation 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 verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING:
26. 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, from time to time, upon only 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 and 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. Whenever under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be given either personally or telegraphed or by depositing same in a post office or a public letter-box in a prepaid sealed wrapper addressed to the director, officer or member at his or their address as the same appears on the books of the Corporation. 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 letter-box as aforesaid, or if telegraphed shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purpose of sending any notice the address of any member, directors or officer shall be his last address as recorded on the books of the Corporation.
28. The directors may from time to time
(a) borrow money
on the credit of the Corporation; or
From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loans thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions, and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
29. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or masculine gender shall include the plural 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 _________, 1968.
James Edward Coslett Sharon Murray
President Secretary – Treasurer
BY-LAW NO. 2
A by-law respecting the borrowing of money by
SILVER ISLET CAMPERS’ ASSOCIATION
BE IT ENACTED AND IT IS HEREBY ENACTED AS A BY-LAW OF SILVER ISLET CAMPERS’ ASSOCIATION (herein after called the “Company”) as follows:
1. The directors may from time to time
(a) borrow money
on the credit of the Corporation; or
2. The directors may from time to time authorize any director, or directors, officer or officers, employee of the Company or other person or persons, whether connected with the Company or not, to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loans thereof, and as to the securities to be given, therefor, with power to vary or modify such arrangements, terms and conditions, and to give such additional securities for any moneys borrowed or remaining due by the Company as the directors of the Company may authorize, and generally to manage, transact and settle the borrowing of money by the Company.
3. The directors may from time to time authorize any director, or directors, officer or officers, employee of the Company or other person or persons, whether connected with the Company or not, to sign, execute and give on behalf of the Company all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments and the same and all renewals thereof or substitutions therefor so signed shall be binding upon the Company.
4. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for purposes of the Company possessed by its directors or officers independently of a borrowing by-law.
PASSED the ___________day of __________, 1968.
WITNESS the corporate seal of the Company
James Edward Coslett Sharon Murray
President Secretary – Treasurer
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