A by-law relating generally to the conduct of the business and affairs of
GREELY BUSINESS ASSOCIATION INC.
(herein called the “Association”)
BE IT ENACTED as a by-law of the Association as follows:
DUTIES OF THE ASSOCIATION
The duties of the Association shall include, but not be limited to the following:
- Providing a forum for business development and discussion of issues important to members;
- Encouraging the use of local business by residents, visitors and the community at large;
- Raising the image of Greely by publicity of local events and services provided by local business;
- Improving, where possible, the local employment opportunities in local businesses;
- Encouraging the development of new business opportunities in the Greely area;
- Identifying projects, preparing, presenting and helping to implement proposals to put to public bodies;
- Developing marketing strategies and plans relevant to the community of business interests;
- Promoting the strength of the area through promotions and joint advertising;
- Arranging for authoritative speakers to make presentations of topics of interest to members;
- Acting as a representative in lobbying the interests of Greely businesses to central and local government;
- Attracting and sustaining development expertise from appropriate sources;
- Exchanging ideas, experiences, and identifying opportunities.
The business and affairs of the Association shall be managed and supervised by the Board of Directors.
1.2 CORPORATE SEAL
The corporate seal of the Association shall be in the form impressed hereon.
1.3 SIZE OF BOARD
The Board of Directors shall at all times consist of not less than 5 and not more than 12 directors.
1.4 ANNUAL MEETING
The first annual meeting of the members will be held within 53 weeks of the occurrence of the final event specified in 1.3 above, and once each year thereafter. The election of directors shall take place at the first annual meeting of the members.
Elected directors shall sit for a term of 2 years. Incumbent directors, if qualified, shall be eligible for re-election. If an election of directors is not held at the proper time, the directors shall continue in office until their successors are elected.
A director may resign from office upon giving a written resignation to the Association, and such resignation becomes effective when received by the Association or at the time specified in the resignation, whichever is later.
A director may be removed for just cause by a majority vote of the membership or by the Board of Directors. Any director so removed may have his removal reviewed by an arbitrator agreed upon by the parties, or in the event that no agreement can be reached, the Board of Directors shall select an arbitrator (the removed director(s) shall abstain from any vote or resolution on the matter), the removed director shall select a second arbitrator, and the two arbitrators so selected shall choose a third. Arbitration shall proceed without delay by either party in accordance with the Arbitration Act of Ontario. The arbitrator or panel may direct a set of rules to be developed and may make orders that are deemed in his discretion necessary to facilitate the arbitration. Until the review is complete and a decision is rendered, the director(s) shall remain active and his removal held in abeyance.
Where a vacancy occurs on the Board, a quorum of directors then in office may appoint a person to fill the vacancy for the remainder of the term. If there is no quorum of directors, or if there has been a failure to elect the number of directors required by the articles, or in the case of a variable board as required by special resolution, the directors then in office shall forthwith call a meeting of members to fill the vacancy and, if they fail to call a meeting, or if there are no directors then in office, the meeting may be called by any member.
1.9 PLACE OF MEETINGS
Meetings of the Board may be held at the registered office of the Association or at another place within or outside of Ontario but, except where the articles or the by-laws otherwise provide, in any financial year of the Association, the majority of the meetings of the Board shall be held at a place within Canada.
1.10 MEETINGS BY TELEPHONEOR ELECTRONIC FACILITY
Where all the directors present or participating in the meeting have consented thereto, any director may participate in a meeting of the Board by means of conference telephone, electronic, or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A director participating in such a meeting by such means is deemed for the purposes of the Act and these by-laws to be present at the meeting. If a majority of the directors participating in such a meeting are then in Canada, the meeting shall be deemed to have been held in Canada.
1.11 CALLING OF MEETINGS
Meetings of the Board shall be held from time to time at such a place, at such a time, and on such a day as the president, a vice-president who is a director, or any two (2) directors may determine, and the secretary shall call meetings when directed or authorized by the president, a vice-president who is a director, or any two (2) directors. Notice of every meeting so called shall be given to each director not less than forty-eight (48) hours before the time when the meeting is to be held, except that no notice shall be necessary if all directors are present or if those absent have waived notice of or otherwise signified their consent to the holding of such a meeting. A notice of the meeting of the directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.
1.12 REGULAR MEETINGS
The board may appoint a day or days in any month for regular meetings at a place and hour to be named. A copy of the resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meetings.
A minimum of 5 members shall constitute a quorum; 2 of the members must be directors.
1.14 RESIDENT CANADIANS
Directors shall not transact business at a meeting of the Board unless a majority of the directors are resident Canadians. However, directors may transact business at a meeting of the Board where the majority of resident Canadian directors are not present if:
- A resident Canadian director is unable to be present approves in writing, by telephone, or by other communications facilities the business transacted at the meeting; and
- A majority of resident Canadian directors would have been present had the director been present at the meeting.
The Chairman of any meeting of the board shall be the first mentioned of such of the following officers who have been appointed and who is a director and is present at the meeting:
(i) Chairman of the Board
(ii) President, or
(iii) A vice-president who is a director.
If no such officer is present, the directors present shall choose one of their number to be the Chairman.
1.16 VOTES TO GOVERN
At all meetings of the board, every question shall be decided by the majority of the votes cast on the question.
1.17 CASTING VOTE
In the case of an equality of votes on any question at a meeting of the board, the Chairman of the meeting shall be entitled to the second or casting vote.
Every director or officer of the Association who is a party to a material contract or proposed material contract with the Association, or is a director or officer or has a material interest in any corporation which is a party to a material contract or proposed material contract with the Association, shall disclose in writing to the Association or request to have entered in the minutes of the meeting of directors the nature and extent of his interest as required by section 132 of the Act.
A resolution in writing, signed by all directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors.
2.3 LIMITATION OF LIABILITY
No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer, or employee, or of joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from bankruptcy, insolvency, or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.
Except as provided in section 136 of the Act, every director and officer of the Association, every former director or officer of the Association or a person who acts and acted at the Association’s request as a director or officer of a body corporate of which the Association is or was a shareholder to creditor, and his heirs and legal representatives shall, from time to time, be indemnified and saved harmless by the Association from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceedings to which he is made a party by reason of being or having been a director or officer of such Association or body corporate if:
(i) He acted honestly and in food faith with a view to the best interests of the Association, and;
(ii) In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
Subject to the limitations contained in the Act, the Association may purchase and maintain such insurance for the benefit of its directors and offers as such, as the board may from time to time determine.
3.1 ELECTION OR APPOINTMENT
At the first meeting of the board after each election of directors, the board shall elect or appoint a president, and a secretary and if deemed advisable may appoint one or more vice-presidents, a general manager, a treasurer and such other officers as the board may determine including one or more assistances to any of the officers so appointed. None of the said officers, except the president need be a director or shareholder. Any tow of the said offices may be held by the same person. If the same person holds the office of secretary and treasurer, he may, but need not, be known as secretary-treasurer.
3.2 TERM, REMOVAL
The board may fix the term for appointment and remove any officer at any time in its sole discretion.
The president shall be the chief executive officer of the Association. He shall, if present, preside at all meetings of the membership and of the directors and shall be charged with the general supervision of the business and affairs of the Association except the power to do anything referred to in sub-section 127(3) of the Act. Except when the board has appointed a general manager or managing director, the president shall also have the powers and be charged with the duties of that office except the power to do anything referred to in sub-section 127(3) of the Act.
The vice-president, or if there are more than one, the vice-presidents in order of seniority (as determined by the board) shall be vested with all the powers and shall perform all the duties of the president in the absence or disability or refusal to act of the president, except that he shall not preside at meetings of the directors or membership unless he is qualified to attend meetings of directors or the membership as the case may be. If a vice-president exercises any duty or power, the absence or inability of the president shall be presumed with reference thereto. A vice-president shall also perform duties and exercise such powers as the president may from time to time delegate to him or the board may prescribe.
3.5 GENERAL MANAGER
The general manager, if one is appointed, shall have the general management and direction, subject to the authority of the board and the supervision of the president, of the Association’s business and affairs and the power to appoint and remove any and all officers, employees and agents of the Association not elected or appointed directly by the board and to settle the terms of their employment and renumeration, but shall not have the power to do any of the things set forth in sub-section 127(3) of the Act. If and so long as the general manager is director, he may, but need not, be known as the managing director.
The secretary shall attend all meetings of the directors, membership and committees of the board and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings; he shall give, or cause to be given, when instructed, notices required to be given to members, directors, auditors and members of the committees; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Association and of all books, paper, records, documents and other instruments belonging to the Association; and he shall perform other such duties as may from time to time be prescribed by the board.
3.8 OTHER OFFICERS
The duties of all other officers of the Association shall be such as the terms of their engagement call for or the board requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.
3.9 VARIATION OF DUTIES
From time to time the board may vary, as to or limit the powers and duties of any officer or officers, but shall not delegate to any officer any of the powers set forth in sub-section 127(3) of the Act.
3.10 AGENTS AND ATTORNEYS
The board shall have the power from time to time to appoint agents or attorneys for the Association in or out of Ontario with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.
3.11 FIDELITY BONDS
The board may require such officers, employees or agents of the Association as it deems advisable to furnish bonds for the faithful performance of their duties, in such form and with such surety as the board may from time to time prescribe.
Membership of the Association shall be open to any person or persons carrying out a trade, profession or business with an interest in business matters in the general area of Greely and the Ottawa Valley.
Every member entitled to vote at a meeting of the membership may by means of a proxy appoint a proxy holder or 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 the proxy. A proxy shall be in writing and executed by the member or by his or her attorney authorized in writing. Subject to the requirements of the Act, the instrument may be in such form as the directors from time to time prescribe or in such other form as the chairman of the meeting may accept as sufficient. It shall be deposited with the Association before any vote is taken under its authority or at such earlier time and in such manner as the Board by resolution prescribes.
At each meeting of the membership, one or more scrutineers may be appointed by a resolution of the meeting or by the chairman with the consent of the meeting to serve at the meeting. Such scrutineers need not be members of the Association.
4.4 VOTES TO GOVERN
Unless otherwise required by the Act, or by the articles or by-laws of the Association, all questions proposed for the consideration of the membership at a meeting shall be decided by a majority of the votes cast thereon.
4.5 SHOW OF HANDS
At all meetings of the membership, every question shall be decided by a show of hands unless a ballot thereon be required by the chairman or be demanded by a member or proxyholder present and entitled to vote. Upon a show of hands, every person present and entitled to vote has one vote regardless of the number of votes he or she represents. After a show of hands has been taken upon any question, the chairman may require any member or proxyholder present and entitled to vote may demand a ballot thereon. Whenever a vote by show of hands has been taken upon a question, unless a ballet thereon be so required or demanded, a declaration by the chairman that the vote upon the question has been carried, or carried by a particular majority, or not carried, entered into the minutes, shall be considered prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the question. The result of the vote so taken and declared shall be the decision of the Association on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.
If a ballot is required by the chairman of the meeting or is demanded and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the chairman of the meeting directs.
The chairman of the meeting of the membership may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.
A copy of the financial statement and a copy of the auditors’ and/or accountants’ report shall be furnished to every member who has requested the same.
5. DUES, LEVIES, ASSESSMENTS
In the first year of the Association, there shall be a registration fee of $25.00/$100.00 per member. The Association shall determine the level of subscription for members, which will be ratified during the Annual General Meeting. A recommendation will be presented by the Board of Directors each year in this regard. Any member not making payment of the annual subscription may not be a committee member since their membership will have expired. The annual subscription will be due and payable by March 31st for membership and reviewed at each Annual General Meeting.
5.2 COMMON EXPENSES
Without limiting the definitions ascribed thereto by the Act, common expenses means the expenses incurred in the performance of the objects and the duties of the Association, and without limiting the generality of the foregoing, shall include the following:
- The cost of legal, accounting and auditing service;
- Any other expense approval by the board.
6. FINANCES AND NOTICES
6.1 FINANCIAL YEAR
The financial or fiscal year of the Association shall end on the TBA of each year.
6.2 EFFECTIVE DATE
This by-law comes into force upon confirmation by the membership of the Association in accordance with the Act.
The invalidity of any part of this by-law shall not impair or affect in any manner the validity and enforceability or effect of the balance thereof.
The use of the masculine gender in this by-law shall be deemed to include the feminine and neutral genders and the use of the singular shall be deemed to include plural whenever the context so requires.
No restriction, condition, obligation or provision contained in this by-law shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
Whereas the foregoing by-laws being hereinafter referred to as By Law No. , was read and passed by the originating directors, this 15th day of October, 2012.