Constitution

 

 

BY-LAW NO. 1

   

 OTTAWA POLICE VETERANS ASSOCIATION

Amended November 2018

 

 

Table of Contents

Article Title Page No.
Article 1 Name 1
Article 2 Head Office 1
Article 3 Objectives 1
Article 4 Definitions and Interpretation 2
Article 5 Membership 4
Article 6 Board of Directors 6
Article 7 Number and Qualification of Directors 7
Article 8 Election of Directors 7
Article 9 Removal of Director from Office 8
Article 10 Officers 8
Article 11 Indemnification of Directors, Officers and Others 9
Article 12 Insurance 10
Article 13 Meetings of the Board 11
Article 14 Member Meetings 11
Article 15 Member Voting 13
Article 16 Committees 14
Article 17 Execution of Documents 15
Article 18 Banking Arrangements and Association Funds 15
Article 19 Financial Year 16
Article 20 Dissolution 17

 

ENACTED as By-law No. 1 of Ottawa Police Veterans Association (the “Association”)

 

ARTICLE 1

NAME

1.1       The name of the Association is Ottawa Police Veterans Association.


ARTICLE 2

HEAD OFFICE

2.1       The head office of the Association shall be in the City of Ottawa, Province of Ontario.

 

ARTICLE 3

OBJECTIVES

  • The objectives of the Association are as follows:
  • To unite fraternally and to promote the mutual interest of the Members of the Association each of whom shall be either a retired police officer or a retired civilian member of the Ottawa Police Service;
  • To provide moral support to its Members;
  • To enter into arrangements with any authorities, municipal, local or otherwise, that may seem conducive to the aims and objectives of the Association;
  • To subscribe to any program authorized by the Association in order to promote the interests of the Members;
  • To raise funds consistent with the directives of the Members;
  • To encourage and promote co-operative enterprise and security within the Members and to do all such things as are incidental or conducive to attainment of the objectives set out in this Article 3.

 

3.2       For the attainment of the above Objectives  and as incidental and ancillary thereto, to exercise any of the powers as prescribed by the  Act or any other statutes or laws from time to time applicable and in particular, without limiting the generality of the foregoing:

3.2.1    To accumulate from time to time part of the fund or funds of the Association and income therefrom subject to any statutes or laws from time to time applicable;

3.2.2    To invest and re-invest the funds of the Association in such manner as is consistent with and in accordance with the Association’s governing principles as established from time to time;

3.2.3    To enter into agreements, contracts and undertakings incidental to the Association’s objects and purposes;

3.2.4    To exercise these powers and advance these objects in a manner consistent with any guidelines provided from time to time in writing by the Members.

 

ARTICLE 4

DEFINITIONS AND INTERPRETATION

4.1       Definitions:   In this By-law, unless the context otherwise specifies or requires:

4.1.1    “Act”means the Corporations Act, R.S.O. 1980, c. C.38, as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the By-laws of the Association to provisions of the Act shall be read as referenced to the substituted provisions therefore in the new statute or statutes;

  • “Annual Meeting” means a meeting of the Members held by the Association in accordance with this By-Law and pursuant to the Act;
  • “Board” or “Board of Directors”means the board of directors of the Association as set out herein;
  • “By-law”means the Constitution and By-laws of the Association as may be amended from time to time;
  • “Chairperson”means the chairperson of the Association;
  • “Civilian”means a retired employee of either the Ottawa Police Service or  the former Vanier, Nepean and Gloucester Police Services;
  • “Director”means an individual who is a member of the Board;
  • “Honourable” meansan applicant either retired or resigned, after having not been charged under the Police Services Act or served with notification from the Human Resources division of the OPS, and had been served with a notice of increased penalty, and the alleged offence committed would have resulted in a dismissal; or, the applicant was dismissed not from the OPS as a result of a Police Services Act Hearing, or via a Labour Relations Arbitration.
  • “Letters Patent”means the Letters Patent and any supplementary letters patent of the Association;
  • “Member”means the members of the Association;
  • “Membership Dues” means membership dues, if any, charged by the Board and payable by a Member;
  • “Officers” means the officers of the Association who shall initially be the Chairperson, Vice-Chairperson and Secretary/Treasurer;
  • “Police Service”means the Ottawa Police Service and the former Vanier, Nepean and Gloucester Police Services;
  • “Regulations”means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefore and, in the case of such substitution, any references in the By-laws of the Association to provisions of the regulations shall be read as references to the substituted provisions therefore in the new regulations;
  • “Secretary-Treasurer”means the secretary-treasurer of the Association;
  • “Special General Meeting” means a General Meeting called expressly either by the Chairperson or the Board pursuant to Article 14.2;
  • Special Resolution”means a resolution passed by the Board and confirmed with or without variation by at least two-thirds of the votes cast at a general meeting of the Members of the Association duly called for that express purpose, or, in lieu of such confirmation, by the consent in writing of all the Members entitled to vote at such meeting
  • “SwornOfficer” means a police officer who is a Member in good standing of the Corporation;
  • “Vice-Chairperson”means the vice-chairperson of the Association;
  • “Voting Member”means a Full Member admitted or appointed in accordance with Article 5.

4.2       Interpretation:   This By-law shall be, unless the context otherwise requires, construed and interpreted in accordance with the following:

4.2.1    all terms contained herein which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or such Regulations;

4.2.2    words in one gender include all genders and words in the singular include the plural and vice versa; and the word “person” shall include individuals, bodies corporate, Associations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; and

4.2.3    the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

ARTICLE 5

MEMBERSHIP

5.1       Composition:

There shall be three (3) classes of members in the Association, namely, Full Members, Associate Members, and Life Members.  The Board of Directors shall, by resolution, approve the admission of the members of the Association.

5.1.1    Full Members:    The following persons shall be eligible to become a Full Member,

(A)      Any retired Sworn Officer   of the Police Service who:

          (i)        was honorably separated from his or her last service.

(B)      Any retired Civilian of the Police Service who:

(i)        was honorably separated from his or her last service

5.1.2    Associate Members:    The following persons shall be eligible for admission as an Associate Member:

(a)        retired auxiliary members of the Police Service; and

(b)       volunteers of the Police Service; and

(c)        the surviving spouse of a Member.

Associate Members shall be exempt from Membership Dues.

5.1.3    Life Members: The Board of Directors may appoint a Full Member as a Life Member.  A Life Member shall be a person who, in the opinion of the Board, has supported the goals, purposes and ideals of the Association in a manner deserving of recognition by a grant of life membership.

Life Members shall have the same rights and privileges as Full Members, and shall be subject to the same obligations as Full Members, save that Life Members shall be exempt from the requirement to pay Membership Dues.

5.2       Voting

 

A  Full Member is entitled to receive notice of, attend at and vote at all meetings of members.  Associate Members and Life Members shall be entitled to attend meetings of Members but shall not be entitled to vote.

All votes of the Voting Members shall be by a show of hands unless it is determined by the Chairperson or moved, seconded and approved by the Members that a specific vote be cast by ballot.

5.3       Admission

5.3.1.   Application for membership in the Association shall be in writing and directed to the Secretary/Treasurer of the Association.

5.3.2    The Board of Directors may accept or reject an application for membership.  The Board need not give reasons for its decision.

5.3.3    The Secretary/Treasurer shall notify an applicant, in writing or electronically, of the Board’s decision to accept or reject the applicant as a Member.

5.3.4    No appeal lies from the decision of the Board of Directors to accept or reject an application for membership.

5.3.5    Subject to the discretion of the Board of Directors, an unsuccessful applicant may re-apply for membership after one (1) year following the date notice was given under Section 5.3.1 above.

5.4       Transfer of Membership:

Membership in the Association is not transferable.

 

5.5       Suspension or Revocation of Membership:

Any Member may be suspended or expelled from the Association, for cause (conduct contrary to the best interests of the Association) by a two-thirds (2/3) vote taken by ballot of the Voting Members present at a special meeting called for this specific purpose.

The Board may suspend or expel a Full Member who fails to pay annual dues for a period of two (2) consecutive years.

A Member having been suspended or expelled from the Association may re-apply for Membership.

5.6       Resignation

Members may withdraw from the Association by resignation in writing which shall be effective from acceptance thereof by the Board.  In the case of resignation, a Member shall remain liable for payment of any assessment or other sum levied or which became payable by the Member to the Association prior to acceptance by the Board.

5.7       Termination of Membership:

Membership in the Association automatically terminates upon the happening of any of the following events:

            5.7.1    if the person, in writing, resigns as a Member; ;

            5.7.2    if the Member dies;

5.7.3    if the Member is expelled.

 

ARTICLE 6

BOARD OF DIRECTORS

6.1       The affairs of the Association shall be managed by the Board who may exercise all such powers and do all such acts and things as may be exercised or done by the Association that are not by the By-laws or statute expressly directed or required to be done in some other manner which without limitation shall include the following:

6.1.1    To govern the overall affairs of the Association;

6.1.2    To establish an annual budget in relation to the affairs of the Association;

6.1.3    To take any measures to control and manage the Association’s business that is not inconsistent with the Act or its By-laws;

6.1.4    To administer the affairs of the Association in all things and to make or cause to be made on behalf of the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally to exercise any and all such powers and to do any and all such acts and things as the Association is by its charter or otherwise authorized to exercise and do;

6.1.5    The Directors shall be empowered to authorize expenditures on behalf of the Association from time to time, so long as such expenditures are considered by the Board to be necessary in order to conduct the affairs of the Association. The Directors shall have the power to retain financial, legal and other assistance and expertise;

6.1.6    To collect and accept money to be used to further the Objectives of the Association and to take any and all such steps necessary to enable the Association to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind for the purpose of furthering the Objectives of the Association;

6.1.7    To enter into contracts and leases, including contracts of personal service;

6.1.8    To establish Membership Dues;

6.2       Purchase Directors and Officers liability insurance so as to indemnify individuals who serve as such for the Association or who assume specific tasks on behalf of the Association.

6.3       To take such steps as they may deem necessary to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the Objects of the Association.

6.4       To establish committees from time to time and to assign Directors to the various standing committees as referenced in Article 15 herein.

 

ARTICLE 7

NUMBER AND QUALIFICATION OF DIRECTORS

7.1       Subject to the provisions of any special resolution changing the number of Directors, the affairs of the Association shall be managed by a Board composed of not less than three (3) and not more than nine (9)   Directors.

7.2       Directors, unless otherwise provided herein, shall be elected for a renewable term of two (2) years commencing as of the date of the first Board meeting following the election for the office of Directors at the Annual General Meeting and terminate at the commencement of the first Board meeting after the then Annual General Meeting at which time the election for the office of Directors will have again taken place.

7.3       The applicants for incorporation shall become the first directors of the Association whose    term of office on the Board shall continue until their successors are elected.

7.4       At the first election of Directors, one-third (1/3) of the Directors shall be elected for a two   (2) year term and two-thirds (2/3) of the Directors shall be elected for a one (1) year term.           Thereafter, except for an election that is held to fill the unexpired portion of a term,   newly elected Directors shall be elected for a two (2) year term.

7.5       The Directors shall be elected by the Voting Members at each Annual General Meeting at    which an election of directors is required.

7.6       Election for Directors shall be by secret ballot unless agreed otherwise by the Members.

7.7       No person shall be a Director unless he or she is a Member.

7.8       Directors shall not be paid but shall be reimbursed for reasonable disbursements incurred   in the course of their efforts as Directors, as approved by the Board.

 

ARTICLE 8

ELECTION OF DIRECTORS

 

8.1       Election of Directors:

Subject to the provisions of the Act, the Directors for the elected positions on the Board shall be elected by the Voting Members.

8.2       Subject to Article 7.4 Directors shall hold office for a term of two (2) years

 

ARTICLE 9

REMOVAL OF DIRECTOR FROM OFFICE 

9.1       A Director shall cease to hold office as a Director in the following circumstances:

9.1.1    if a Director resigns, by delivery of a written resignation to the Chairperson , or in the case of the resignation of the Chairperson , to the Vice-Chairperson , of the Association;

9.1.2    if the Director dies.

9.2       In the instance of a vacancy occurring in the Board, so long as a quorum      of Directors     continues to exist, such Board position may be left vacant until the next scheduled            Annual General Meeting.

 

ARTICLE 10

OFFICERS

10.1     Powers           

The Board may designate the offices of the Association, appoint officers on an annual or     more frequent basis, specify their duties and subject to the Act, delegate to such officers     the power to manage the affairs of the Association.  A Director may be appointed to any      office of the Association. Two or more offices may be held by the same person.

10.2     Chairperson

The Chairperson shall be a Director. The Chairperson shall, when present, preside at all       meetings of the Board of Directors and of the Members. The Chairperson shall have such    other duties and powers as the Board may specify

10.3     Vice-Chairperson  

The Vice-Chairperson shall be a Director. If the Chairperson is absent or is unable or       refuses to act, the Vice-Chairperson shall, when present, preside at all meetings of the Board of Directors and of the Members. The Vice-Chairperson shall have such other           duties and powers as the Board may specify.

10.4     Secretary/Treasurer

The Secretary/Treasurer shall attend and be the secretary of all meetingsof the Board, Members and committees of the Board. The Secretary/Treasurer shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the Secretary/Treasurer shall give, or cause to be given, as and when instructed, notices to Members, Directors, the public accountant and members of committees; the Secretary/Treasurer shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.  The Secretary/Treasurer shall have such powers and duties as the Board may specify.

10.5     Each Officer shall continue in office until the earlier of:

10.5.1  that Officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Association or at the time specified in the resignation, whichever is later;

10.5.2  the appointment of a successor;

10.5.3  that Officer ceasing to be a Director or Member;

10.5.4  the meeting at which the Board annually appoints the Officers of the Association;

10.5.5  that Officer’s removal;

10.5.6  that Officer’s Death.

10.6     Removal of Officers

All Officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board at any time, with or without cause.

 

10.7     Vacancies

If the office of any Officer of the Association shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Board may by resolution appoint a person to fill such vacancy.

 

ARTICLE 11

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

11.1     The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association, by reason of the fact that he/she is or was a Director, Officer,  or agent of the Association, including legal fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding had no reasonable cause to believe that his/her conduct was unlawful.

11.2     The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favour by reason of the fact that he/she is or was a Director, Officer,  or agent of the Association.  The Association shall indemnify against expenses including legal fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with the defence or settlement of the action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged  to be liable for negligence or misconduct in the performance of his duty to the Association unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

11.3     To the extent that a Director, Officer, or agent of the Association has been successful on the merits or otherwise in defence of any action, suit or proceeding referred to in Articles 11.1 and 11.2 of the present article, or in defence of any claim, issue or matter therein, he/she shall be indemnified against expenses, including legal fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

11.4     Any indemnification under Article 11.1 and 11.2 of the present article, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, Officer, or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in this article.  The determination shall be made by the Board  by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, and if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or by the Members

 

ARTICLE 12

INSURANCE

12.1     The Association shall be required to purchase and maintain insurance, if available, on behalf of each and every of its Directors, Officers, former Directors and former Officers against any liability incurred or alleged to have been incurred by them by reason of being or having been Directors or officers of the Association.  The Association shall purchase insurance in respect of potential liabilities of the Directors and Officers whether or not the Association would have the power to indemnify them against any such liability.

 

ARTICLE 13

MEETINGS OF THE BOARD

13.1     There shall be a minimum of one (1) annual meeting of the Board of Directors.

13.2     Meetings of the Board may be called by the Chairperson on his/her own and must be called by the Chairperson as required.

13.3     Meetings of the Board may be held either at the head office of the Association or at any place within the City of Ottawa.

13.4     A meeting of Directors may be convened by the Chairperson or any two Directors at any time and the Secretary/Treasurer, when directed or authorized by any of such Officers or any two Directors, shall convene a meeting of Directors.

13.5     The notice of meeting convened as aforesaid shall specify the purpose of or the        business to be transacted at the meeting.

  

ARTICLE 14

MEMBER MEETINGS

  • The annual or any other general meeting of the Members shall be held at the head office of the Association or at such other place as the Board may determine and on such day and at such time as the Directors shall appoint. The Annual General Meeting shall be held during the last quarter of each calendar year.   Notice of the date and location of the Annual General Meeting shall be posted electronically by the Chairperson not less than seven (7) days prior to the meeting.
  • The Board may, at any time, and shall, upon requisition made in writing by Members representing five (5%) percent or more of the Members, convene a Special General Meeting. The requisition shall express the object of the meeting proposed to be called, and shall be left with the Chairperson of the Association. The Board shall convene a Special General Meeting within thirty (30) days of receipt of such requisition. In the event the Board fails to comply, then the Active Members, having made the requisition may themselves convene a Special General Meeting and shall be deemed to have authority to transact said business in accordance with the By-laws.
  • Notice of any General or Special General Meeting shall state the business that is to be transacted, the place and date and hour of such meeting, and such meeting shall be posted electronically at least seven (7) days prior to the meeting.
  • The Board shall call the necessary General and/or Special General Meetings to provide for the proper operation of the Association. These meetings shall be in addition to the Annual General Meeting. The dates shall be set by the Board and posted electronically at least seven (7) days prior to such meeting. At all Annual, General and Special General meetings, a quorum shall consist of a minimum of five (5) per cent of Voting Members. All Voting Members in attendance at these meetings shall have the right of vote, and in each case such vote shall be given personally, and not by proxy. A Member must be in good standing to retain the right of attendance at all meetings. If a question arises at any meeting as to the right of a Member to attend or vote, then the question shall be resolved by the Voting Members in attendance at that meeting.

14.5     Quorum:

A minimum of five (5) per cent of Voting Members shall constitute a quorum at a meeting of Members, and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of such business.

14.6     Annual Budget:

At each Annual General Meeting, the Board shall present to the Members for approval a proposed budget for the upcoming year.

14.7     Amendments to Constitution and By-laws

  • 7.1Changes and/or amendments to this Constitution and By-Laws will be dealt with                             at an Annual General Meeting.   Any suggested changes or amendments to the                                    Constitution and By-laws shall be submitted to the Chairperson at least                                             forty (40) days prior to the Annual General Meeting. In the event the Board deems it necessary, for the good of the Members, to recommend a change in this Constitution and By-laws other than on the above date, it may by way of a Special General Meeting bring the recommended changes to the Members present and such recommendations shall be dealt with at that time.
    • Amendments to the Constitution and By-laws shall require a two thirds (2/3) majority vote of the Members present at a meeting dealing with said amendments.
    • For the purpose of this section, abstentions will not count as a Yea or Nay.

14.7.4  The repeal or amendment of By-laws not embodied in the Letters Patent shall not be enforced or acted upon until the approval of the Minister has been obtained.

14.8    Inspection of Documents

A Member shall have the right to inspect the Annual Financial Statements of the Association, the approved Minutes of the meetings of the Board of Directors, the Minutes of any Committee referenced in Article 15.1 herein within seven (7) days of a written request to inspect being provided by such Member to the Chairperson.

 

ARTICLE 15

MEMBER VOTING

15.1     Electronic Voting

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a          meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

15.2     Absentee Voting at Members Meetings

15.2.1  A Member entitled to vote at a meeting of Members may vote by mailed-in-ballot                             or by means of a telephonic, electronic or other communication facility if the                                  Association has a system that:

(a)        enables the votes to be gathered in a manner that permits their subsequent verification; and

(b)       permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.

15.3     Proxies

A member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy holder, and one or more alternate proxy holders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

  1. a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;
  2. a member may revoke a proxy by depositing an instrument in writing signed by the member:
    1. at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
    2. with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
  3. a proxy holder or an alternate proxy holder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or an alternate proxy holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
  4. if a form of proxy is created by a person other than the member, the form of proxy shall
    1. indicate, in bold-face type,
      1. the meeting at which it is to be used,
      2. that the member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and
      3. instructions on the manner in which the member may appoint the proxy holder,
    2. contain a designated blank space for the date of the signature,
    3. provide a means for the member to designate some other person as proxy holder, if the form of proxy designates a person as proxy holder,
    4. provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,
    5. provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
    6. state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;
  5. a form of proxy may include a statement in bold-face type, how the proxy holder is to vote the membership in respect of each matter or group of related matters;
  6. if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and
  7. a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.

 

ARTICLE 16

COMMITTEES 

16.1     The Board may establish Committees from time to time.

16.2     Unless otherwise determined by the Board, each committee shall fix its quorum at not less than a majority of its members, elect its chair and regulate its procedure.

16.3     Any such Committee, through its chair or his or her designate, shall report and be responsible to the Board.

 

ARTICLE 17

EXECUTION OF DOCUMENTS

17.1     Cheques, Drafts, Notes, Etc.:

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by any two officers of the Association,  in the manner from time to time prescribed by the Board.

17.2     Execution of Documents:

Documents requiring execution by the Association may be signed by any two officers of the Association  and all documents so signed are binding upon the Association without any further authorization or formality. The Board may from time to time appoint any Officer or Officers or any person on behalf of the Association, either to sign documents generally or to sign specific documents. The corporate seal of the Association shall, when required, be affixed to documents executed in accordance with the foregoing.

17.3     Books and Records:

The Board shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute are regularly and properly kept.

 

ARTICLE 18

BANKING ARRANGEMENTS AND ASSOCIATION FUNDS

18.1     Board Designate Bankers:

The Board shall designate, by resolution, the Officers and other persons authorized to transact the banking business of the Association, or any part thereof, with the bank, trust company, or other Association carrying on a banking business that the Board has designated as the Association’s banker, to have the authority set out in the resolution, including, unless otherwise restricted, the power to:

18.1.1  operate the Association’s accounts with the banker;

18.1.2  make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money;

18.1.3  issue receipts for and orders relating to any property of the Association;

18.1.4  execute any agreement relating to any banking business and defining the rights and powers of the parties thereto;

18.1.5  authorize any Officer of the banker to do any banking business and defining the rights and powers of the parties thereto; and

18.1.6  authorize any Officer of the banker to do any act or thing on the Association’s behalf to facilitate the banking business.

18.2     Deposit of Securities:

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

 

ARTICLE 19

FINANCIAL YEAR

19.1     Year Selected:

The financial year of the Association shall terminate on the 31st  day of December   in each year or on such other date as the Board may from time to time by resolution determine.

19.2     Computation of Time:

In computing the date when notice must be given under any provision of the by-law requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice is, unless otherwise provided, included.

19.3     Omissions and Errors:

The accidental omission to give notice of any meeting of the Board or Members or the non-receipt of any notice by any Director or Member or by the auditor of the Association or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Director, Member or the auditor of the Association may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.

  

ARTICLE 20

DISSOLUTION

20.1     Any resolution which proposes the dissolution of the Association must clearly state the dissolution date.

20.2     All financial liabilities of the Association that exist or shall arise after the dissolution date shall be satisfied by the Board prior to any distribution.  Once all liabilities have been satisfied, the remaining cash/assets of the Association shall be provided to an Association having similar Objects and Principles.