CONSTITUTION OF THE PINE LAKE RATEPAYERS' ASSOCIATION

A constitution relating generally to the transaction of affairs of:

THE PINE LAKE RATEPAYERS' ASSOCIATION

BE IT ENACTED AS THE CONSTITUTION of the Pine Lake Ratepayers' Association as follows:

The objectives of the Pine Lake Ratepayers' Association (the "Association") are to:

Objectives

• Service the Pine Lake Community as a whole.
• Act in an advocacy role to various levels of government, and agencies or other appropriate bodies to safeguard the interests of the Pine Lake Ratepayers.
• Foster a co-operative, mutually caring environment with a sustainable community lifestyle in which community members can co-exist peacefully and can help each other achieve their year-round leisure goals.
• Ensure, as much as possible, the maximum recreational opportunities while respecting the fragility of the lake ecosystem.
• Act in co-operation with the other associations in the interested of the community.

1. Head Office
(a) The head office of the Association shall be the Municipality of Gravenhurst or such other municipality in the Province of Ontario as the Directors may from time to time determine.

2. Seal
(a) The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Association.

3. Board of Directors
(a) The affairs of the Association shall be managed by a Board of Directors (the "Board") comprised of not less than four (4) and not more than ten (10) elected persons, including the executive officers (individually a "Director" and collective the "Directors").  Executive officers are members of the Board.

(b) Each elected member of the Board of Directors shall at the time of their election be a member of the Association and shall maintain their membership in good standing throughout their term.

(c) Each elected member of the Board of Directors shall hold office as follows:

• at the first Annual General Meeting of the Members, at least one Director and no more than one-third of all Directors shall be elected to hold office for a period of one (1) year; at least one Director and no more than one-third of all Directors shall be elected to hold office for a period of two (2) years; at least one Director and no more than one-third of all Directors shall be elected to hold office for a period of three (3) years;
• at each subsequent Annual General Meeting each elected member of the Board of Directors shall be elected for a period of two (2) years commencing at the Annual General Meeting at which he or she is elected and terminating at the annual meeting when their term is up.  Directors may hold office for a maximum of five (5) consecutive years.

(d) Executive officers are elected for a term of two (2) years.  Normally, the vice president would succeed the president and the president would become past president.  The secretary, treasurer or secretary/treasurer may hold office for a maximum of six (6) years.

(e) At each Annual General Meeting, an appropriate number of the members shall be nominated for election as Directors and the Directors shall be elected by a simple majority vote.

(f) The election shall be by a show of hands.

4. Removal of Board of Directors
(a) Members of the Association may by resolution passed by at least two-thirds of the votes cast at an Annual General Meeting, of which notice specifying the intention to such resolution has been given to remove any elected member of the board before the expiration of their term of office.  Notice of intent including the wording of the resolution must be given to a member of the Executive by the 10th of June and must be signed by not less than five (5) non-related members of the Association.  The member of the executive must make appropriate arrangements to have it included in the Delivery Package (as hereinafter defined) distributed to all members thirty (30) days in advance of the annual meeting.

(b) By a majority of the votes cast at a general meeting, members may elect any other members to complete the term of the office of such removed members of the Board of Directors.

(c) The Board of Directors itself may remove any Director or Executive Officer by a two-third majority vote at any time with proper notice of the motion in writing thirty (30) days in advance of the meeting of the Board.

5. Vacancies, Board of Directors
(a) A vacancy in the position of President is filled by the Vice President. Vacancies in the position of Vice President and Secretary/Treasurer, so long as a quorum of directed remain in office, may be filled from the elected members of the Board.

(b) A vacancy among Directors of the Board, so long as a quorum of Directors remain in office, may be filled by the Directors from among the qualified members of the Association if they see fit to do so, which said Director shall be appointed only until the next Annual General Meeting of the Association.

(c) Otherwise, such vacancies shall be filled at the next Annual General Meeting of the members at which the Directors of the ensuing years are elected.

(d) But if there is not a quorum of Directors the remaining Directors shall forthwith call a meeting of the members to fill vancacies.

(e) Vacancies filled by either the Board of Directors or by the members at an Annual General Meeting shall be for the remainder of the term of office for the vacant seat or for such other term as the Board of Directors may determine, subject to ratification by the members at the next Annual General Meeting.

6. Quorum and Meetings, Board of Directors
(a) A quorum for the transaction of business shall consist of no less than three (3) Directors present in person.

(b) 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, including but not limited to meetings conducted by means of telephone or video conference.

(c) Directors' meetings may be called by the President or Vice President or the Secretary at the direction of the President or Vice President, or by the Secretary on direction in writing of two Directors.

(d) Notice of such meetings shall be delivered, telephone, faxed or e-mailed to each Director no less than seven (7) days before the meeting is to take place or shall be mailed to each Director no less than ten (10) days before the meeting is to take place.

(e) The statutory declaration of the Secretary or President that notice had been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice.

(f) A Directors' meeting may also be held, without notice, immediately following the Annual General Meeting of the Association.  The Directors may consider or transact any business either special or general at any meeting of the Board, subject to a quorum being present.

7. Errors in Notice, Board of Directors
(a) No error or omission in giving such notice for a meeting of the Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting provided that the Board of Directors subsequently ratifies and approves all proceedings taken or had thereat.

8. Voting, Board of Directors
(a) Each Director shall at all meeting of the Board of Directors be entitled to one (1) vote.

(b) Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes present in person, unless otherwise required by the constitution of the Association or by law.

(c) In case of any equality of votes, the Chairperson, in addition to the original vote, shall have a second or casting vote.

(d) All votes at any such meeting shall be taken by a show of hands or by way of vocal approval if such meeting is conducted by telephone or video conference, or by way of electronic or facsimile transmission by a Director of her or his vote.

(e) A declaration by the Chairperson that a resolution has been carried or rejected and an entry to that effect in the minutes shall be admissable 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.

(f) The President will usually act as Chair of the meetings of the Board of Directors. In the absence of the President, the duties of the Chair may be performed by the Vice President or such other Director as the Board may from time to time appoint for that purpose.

9. Powers
(a) The Directors of the Association (i) may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may be lawfully enter into and, save as hereinafter provided and (ii) generally, may exercise all such other powers and do all such other acts and things as the Association is by its charter, or otherwise, authorized to exercise and do.

(b) Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate or sell buildings, and other property, movable or immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms as they may deem advisable, subject to ratification at an Annual General Meeting or Special General Meeting.

(c) The Board shall not enter into transactions which incur debt in excess of the reserves on hand and the projected income for the current fiscal year without prior approval of the membership at an Annual General Meeting or Special General Meeting.

10. Constitution
(a) The Board of Directors may by two-thirds majority of the Board of Directors propose amendments to any and all section of the Association Constitution for the approval or amendment by the membership at the Annual General Meeting.

(b) Notice of motion to amend the Constitution by the Board of Directors or any member shall be provided to the entire membership thirty (30) days in advance of the Annual General meeting.

(c) Amendments to the Constitution or proposed amendments shall be passed by two-thirds majority of the votes cast at the Annual General Meeting.

11. Remuneration of Directors
(a) The Directors shall receive no remuneration for acting as such.

(b) The Directors may be reimbursed for disbursement and expenditures which are related to the activities of the Association and which are necessarily made on behalf of the Association as determined by existing Board policy.

12. Officers
(a) There shall be a President, Past President, Vice President and Secretary/Treasurer, and such other officers as the Board of Directors may determine by law from time to time.

(b) The office of Secretary/Treasurer may be divided and carried out by separate individuals.

(c) The officers, other than the Past President, shall be elected by the members at the Annual General Meeting of members from the members of the Association, provided that in default of such election the then incumbents, being members of the Board, shall hold office until successors are elected.

13. Duties of the President
(a) The President shall, when present, Chair all meetings of the Association and the Board of Directors.

(b) The President shall also be charged with the general management and supervision of the affairs and operations of the Association.

(c) The President with the Secretary/Treasurer or other officer appointed by the Board for the purpose shall sign the Constitution and all amendments.

(d) When the term of office of the President expires, and that person has not been re-elected to that or any other position on the Board of Directors, that person shall remain as an additional voting member in the capacity of "Past President" for the term equal and concurrent with the President.

(e) During the absences or inability of the President, all duties and powers of the President may be exercised by the Vice President.

14. Duties of the Secretary/Treasurer or Secretary
(a) The Secretary/Treasurer (or Secretary) shall be a member of the Board of Directors and shall record all facts and minutes of all proceedings in the books kept for that purpose.

(b) The Secretary/Treasurer (or Secretary) shall be responsible to provide each member of the Board of Directors with a copy of the Constitution, Directors' Manual and any and all notices as appropriate and required.

(c) The Secretary/Treasurer (or Secretary) shall be the custodian of the Seal of the Association and of all papers, records, correspondence, contracts and other documents belonging to the Association which shall be delivered up only when authorized by a resolution of the Board of Directors to do so and to such person(s) as may be named.

15. Duties of the Secretary/Treasurer or Treasurer
(a) The Secretary/Treasurer (or Treasurer) shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account, rendering regular account to the Board of Directors and the members.

(b) The Secretary/Treasurer (or Treasurer) shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors.

(c) The Secretary/Treasurer (or Treasurer) shall disburse the funds of the Association under the direction of the Board of Directors.

(d) All such disbursements shall be jointly signed by the two Directors appointed by resolution of the Board of Directors (normally the Secretary/Treasurer (or Treasurer)) and one other officer.

(e) The Secretary/Treasurer (or Treasurer or Secretary) shall also perform such other duties as may from time to time be determined by the Board of Directors.

16. Duties of the Past President
(a) The Past President is a voting member of the Board and, aside from regular Board duties, shall chair the nominating subcommittee which recruits and nominates members of the Board, such committee to consist of Past President, President and Vice President.  The Past President shall present the slate of nominations to the members at the annual general meeting.  Nominations can be accepted from the floor.

17. Duties of other Directors
(a) The duties of all other Directors of the Association shall be such as the terms of engagement call for or as the Board of Directors shall require and shall include attendance at the Annual General Meeting, and attendance at a minimum of three of the other regular meetings of the Board per year.

18. Committees
The Board of Directors shall maintain at least the following standing committees:

(a) Executive Committee:
The President, Vice President, Secretary/Treasurer and Past President comprise the Executive Committee:

• which committee may plan the work of the Board of Directors;
• which committee may provide an agenda for the Board of Directors;
• which committee may clarify policy for Directors;
• which committee may provide guidance for the Association between Board meetings;
• which committee may, in emergency situations, make intermediate decisions, which shall be taken to the next meeting for ratification.  In such instances, the Executive Committee should make every reasonable effort to consult the Chairperson of the appropriate committee before reaching a decision.

(b) Membership Committee

• which committee shall promote, encourage and solicit membership in the Association;
• which committee shall be responsible for sending each member a renewal letter at the beginning of each year.

(c) Nomination Committee

• which committee shall be chaired by the Past President and shall include the President and Vice President.

19. Duties of the Board of Directors
The Board shall maintain a list of duties for Board members:

• Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by both the President and the Secretary/Treasurer (or Secretary) and the Secretary/Treasurer (or Secretary) shall affix the Seal of the Association to such instruments as required by same.
• Contracts in the ordinary course of the Assocation's operations may be entered into on behalf of the Assocation by the President or by any person authorized by the Board.
• Notwithstanding any provisions to the contrary contained in the Constitution of the Association, 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 obligation or the Association may or shall be executed.

20. Books and Records
(a) The Directors shall see that all necessary books and records of the Association required by the Constitution of the Association or by any applicable statute or laws are regularly and properly kept by the Secretary/Treasurer (or Secretary).

(b) The Board of Directors shall appoint a member (the "Archiviest") who shall be responsible for the custody of the Association historical material, and the original Articles of Incorporation and deeds and maps from registry office, such material remaining the property of the Association.

(c) The Association shall maintain a central archive to be housed at a location convenient to the Archivist and approved by the Board of Directors.

(d) Documents housed in the archives may be read by any member in good standing or copies may be obtained by Committees or members of the Association upon application to the Archivist.  No original documents may be removed.

(e) One copy of the following documents will be deposited with the Archivist by the appropriate officer:

• Approved minutes of all meetings of the Association and the Board of Directors;
• Reports and minority reports of all Association standings and special committees;
• Annual financial statements signed and audited with all supporting documents;
• The annual report of the President of the Association and the Board of Directors;
• Minutes of the Annual General Meeting;
• Copies of the Constitution as adopted and at each stage of development;
• Copies of all Constitutions;
• Copies of all brochures, circulars, and notices;
• Copies and lists of officers in alphabetical order;
• Copies of Articles of Incorporation, all deeds and maps from the registry office.

21. Archives
(a) All officers of the Association and Committee Chairs will maintain files in which will be kept copies of all correspondence carried out on behalf of the Association during their term of office.  These files will be sent to the Archivist at the end of the term of the office for sorting and the preservation of important correspondence and electronic files.

22. Membership
(a) The first registered membership for any property shall be the "Primary Membership".  Additional occupants at the same property may apply for "Associate Status".  Designations of primary and association status shall be determined by the property owner.

23. Voting of Members
(a) Primary Membership in the Association shall entitle members to attend and have one vote per person in attendance to a maximum of two votes per Primary Membership at any Annual General Meeting or Special General Meeting.  Associate Membership does not carry any voting rights.

(b) At Special General Meetings, members may vote by proxy.  Such proxy must be in writing and must be deposited with the Secretary (or Secretary/Treasurer) prior to the beginning of the meeting.

(c) Any adult member of a family with Primary Membership or Associate status may hold any elected office in the Association.

(d) The dues for membership shall be set by the Board of Directors.

(e) Membership shall be for one (1) year and shall be from May 15th 12:00am to May 14th 11:59pm

24. Annual General Meeting
(a) The Annual General Meeting of the members shall be held at such place as the Board of Directors may determine.

(b) The Annual General Meeting shall be held after the first of June in each year but prior to the thirty-first (31st) of August.

(c) At every Annual General 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.

(d) The members may consider and transact any business, either special or general (except removal of officers or directors and changing of by-laws), without any notice thereof at the Annual General Meeting of the members.

(e) At any meeting of members, a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such proxy, the same voting rights that the member appointing him or her would be entitlted to exercise if present at the meeting.  A proxy need not be a member of the Association.  Provided that such proxy has to be in the form attached as Schedule "A" of this Constitution.

25. Annual General Meeting
(a) The Board of Directors or the President or Vice President shall have power to call at any time a Special General Meeting of the members of the Association.

(b) Such meetings may be called at the discretion of the Directors and shall be called when the Board is contemplating transactions which will incur debt in excess of the reserves on hand and the projected cash flow for the current fiscal year.

(c) Any other general meeting of members shall be held at the head office of the Association or elsewhere in Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.

(d) For the purpose of sending notice to any members, director or officer for any meeting or otherwise, the address of any member, director or officer shall be the last address recorded on the books of the Association.

26. Notice
(a) Notice of any meeting of members including the Annual General Meeting shall include a statement of the rights of such member to appoint a proxy, who need not be a member, to exercise the same voting rights that the member appoint such proxy would be entitled to exercise if present at the meeting.  The notice of such meeting shall contain a list of proposed matters to be considered at such meeting and sufficient information concerning such business to permit the member to form a reasoned judgement on the decision to be taken (the "Delivery Package").

27. Adjournment
(a) Any meetings of the Association or of the Directors may be adjourned at any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.

(b) No such notice shall be required of any adjournment.  Such adjournment may be notwithstanding that no quorum is present.

28. Quorum
(a) A quorum for the transaction of business at any annual or special general meeting shall consist of not less than thirty (30) Primary members in good standing present in person.

(b) At all meetings of members, every question shall be decided by a majority of votes of the members present in person or represented by proxy unless otherwise required by the By-Laws of the Association or by law.

(c) 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 Chair that a resolution has been carried or not carried and an entry to that effect in the minutes of the Association shall be admissable in evidence as prima facie proof of the fact without the proof of the number or proportion of the votes accorded in favour of or against such resolution.

(d) In case of an equality of votes at any general meeting, whether upon a show or hands or at a poll, the Chair shall be entitled to a second or casting vote.

29. Audit
(a) An audit or review of the annual financial statements of the association will be undertaken at the request of the Executive and will be presented at the Annual General Meeting.

(b) The remuneration of the auditor shall be set by agreement between the auditor and the Board of Directors.

(c) The auditor shall have access to any and all of the Association financial records, books, accounts, statements, etc. and vouchers relating to all disbursements and shall examine them at any reasonable time during the fiscal year.

(d) The Secretary/Treasurer (or Treasurer) shall make an annual report which shall have been audited by a licensed auditor to the members upon the financial statements and every such report shall state whether in their opinion the financial statements exhibit a true and correct view of the Association's affairs.

30. Fiscal Year End
(a) Unless otherwise ordered by the Board of Directors, the fiscal year end of the Association shall terminate on the 31st day of December each year to facilitate the preparation of the auditor's statement for the Annual General Meeting.

31. General
(a) This document supersedes any previous Constitution.

(b) The Board of Directors has the power to amend typographical errors but must advise the members of these amendments at the next Annual General Meeting.

PASSED by the members and sealed with the Association seal this day of:

TO:  PINE LAKES RATEPATERS' ASSOCIATION (the "Association")

PROXY

The undersigned member of the Association hereby appoints

 __________________________________________________________________

of the (town/city)  ___________________________________________________

of  _______________________________________  (Municipal Property Address)

as proxy of the undersigned to attend and act at the meeting of members of the said Association to be held on the __________ day of August _______________, and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same power as if the undersigned were present at said meeting or such adjournment or adjournments thereof.

 DATED this _________________ day of __________________, ______________.

 __________________________________________________________________

Name:
Cottage Number:

PLEASE NOTE:

• Please ensure that your proxy brings the original proxy form with them to the annual meeting.
• Those appointed proxy should attend the annual meeting at least 15 minutes early and check in with the registration table.  Please have them bring appropriate identification.
• A person holding a proxy should indicate when voting whether they are voting for themselves, as a member, or for the member appointing them as proxy.
• Anyone having any questions regarding the use of the proxy should contact the association secretary.