DON VALE CABBAGETOWN RESIDENTS ASSOCIATION
Contents of Articles
Article One – Interpretation
Article Two – Objective
Article Three – Members
Article Four – Meetings of Members
Article Five – Directors
Article Six – Officers
Article Seven – Protection of Directors and Officers
Article Eight – Transaction of the Affairs of the Corporation
Article Nine – Auditors
Article Ten – Notices
Article Eleven – Rules and Regulations
Article Twelve – By-laws
BE IT ENACTED as By-law Number 1 of the Don Vale Cabbagetown Residents Association as follows:
ARTICLE ONE (back to top)
In this By-law and all other by-laws of the Corporation, unless the context otherwise requires
a) “Act” means the Corporations Act (Ontario) and any act that hereinafter may be substituted therefor, as from time to time amended;
b) “Board” means the board of directors of the Corporation;
c) “Corporation” means the Don Vale Cabbagetown Residents Association formerly known as the Don Vale Property Owners Association;
d) “Don Vale” means the area bounded by Gerrard Street to the south, St. James Cemetery to the north, Parliament Street to the west and the Don River to the east;
e) “Letters Patent” means Letters Patent No. 309223 dated September 22, 1975 incorporating the Corporation as a corporation without share capital, as such letters patent may from time to time be amended.
In this By-law, words and expressions defined in the Act have the same meanings when used herein. Unless the context otherwise requires, words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders and reference to persons shall include firms, corporations and unincorporated organizations.
ARTICLE TWO (back to top)
2.1 Objectives of the Corporation
The objectives of the Corporation are as follows:
(a) to promote measures that enhance the beauty, safety, security, and environmental and economic viability of the area of Don Vale in the City of Toronto;
(b) to promote the general quality of residential and economic life in and around Don Vale;
(c) to oppose measures that diminish the above;
(d) to communicate information to the residents of Don Vale respecting matters of concern to Don Vale;
(e) to represent Don Vale at all levels of government for the purpose of influencing political actions and service delivery affecting Don Vale;
(f) to represent Don Vale with private sector and broader public sector organizations for the purpose of influencing economic, environmental and social actions affecting Don Vale;
(g) to promote a sense of community and spirit within Don Vale that reflects the fundamental values of residents and the breadth of their activities; and
(h) to undertake or support projects requiring or benefiting from community support which are intended to advance the above objects.
ARTICLE THREE (back to top)
There shall be two classes of membership:
(a) Homeowners, renters and operators of lawful commercial establishments in Don Vale who are at least eighteen (18) years of age, shall be eligible for membership in the Corporation. Such persons are referred to in this By-Law as “members”.
(b) Individuals who are supporters of the Corporation’s objectives and do not reside in Don Vale may become non-voting members upon payment of the prescribed annual membership fee. Such persons are referred to in this By-Law as “affiliate members”. Unless otherwise stated, affiliate members shall have all the rights and privileges of members except that shall not be entitled to vote at any meetings of members and they are not eligible to be elected to the Board of Directors.
Each member is entitled to attend and vote at all meetings of members (which term shall refer throughout to both annual meetings of members and special meetings of members of the Corporation) and each member shall be entitled to one (1) vote at such members’ meetings.
Membership shall be conditional upon payment by members of an annual membership fee in such amount as the Board may from time to time prescribe.
3.4 Transfer of Membership
Membership in the Corporation is not transferable.
3.5 Termination of Membership
Membership in the Corporation shall be terminated if:
(a) the member dies;
(b) the person resigns by delivering written notice of such resignation to the Secretary of the Corporation, which resignation shall take effect on delivery; or
(c) a member fails to pay the annual fee or otherwise fails to comply with all other registration policies of the Corporation, whereupon a resolution of the Board confirming such termination may be passed.
ARTICLE FOUR (back to top)
MEETINGS OF MEMBERS
4.1 Annual Meeting
The annual meeting of the members shall be held each year at a time, place and date determined by the Board, for the purpose of:
(a) hearing and receiving the reports and statements required by the Act to be placed before the Corporation at an annual meeting;
(b) appointing auditors, if any, and fixing or authorizing the Board to fix their remuneration;
(c) approving the financial statements, if any;
(d) electing directors, and
(e) transacting any other business properly brought before the meeting.
4.2 Additional Meetings
The Board may from time to time call special meetings and shall by notice advise the members of the location and nature of such special meetings.
4.3 Notice of Meetings
Notice of the time, place and date of meetings of members and a description of the business to be transacted shall be given at least fourteen (14) days before the date of the meeting to each member (and in the case of an annual meeting to the auditors of the Corporation, if any). Notice of any meeting shall be sufficiently given if sent by mail, by electronic e-mail, or deposited at the residence of a member.
4.4 Motion by Member
Any member desiring to bring a motion at a meeting of members of the Corporation shall give the Secretary detailed notice of such motion together with the name of his or her seconder, at least seven (7) days prior to the scheduled date of the meeting.
4.5 Persons Entitled to be Present
The only persons entitled to attend a meeting of members shall be members entitled to vote thereat, affiliate members, the auditors, if any, of the Corporation, and others who, although not entitled to vote, are entitled or required under any provision of the Act or the letters patent or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the Board or the Chairperson of the meeting.
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 him or her, the same voting rights that the member appointing him or her would be entitled to exercise if present at the meeting. An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the Secretary of the Corporation or of the meeting or as may be directed in the notice calling the meeting.
A quorum for the transaction of business at any meeting of members shall be fifteen (15) members of the Corporation entitled to vote thereat.
4.8 Votes to Govern
Unless otherwise required by the Act, the letters patent or the by-laws of the Corporation, at any meeting of members every question shall be determined by the majority of votes cast on the question.
4.9 Casting Vote
At any meeting of members either upon a show of hands or electronic acknowledgment, or upon a poll, the Chairperson of the meeting, in cases of an equality of votes, but not otherwise, shall have a vote to break or to cause a tie, or to cause or to block the attainment of a two-thirds vote where one is required.
4.10 Show of Hands
Except as otherwise provided herein, any question at a meeting of members shall be decided by a show of hands, unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands, every member who is present and entitled to vote shall have one (1) vote. In the event that any member has more than one representative present at the meeting, such member shall be entitled to only one (1) vote. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is required or demanded by five (5) or more members, a declaration by the Chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to the effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
After a show of hands has been taken on any question, the Chairperson may require, or any five (5) or more members entitled to vote on the question may demand, a poll thereon. A poll so required or demanded shall be taken in such manner as the Chairperson shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each member present shall be entitled to one (1) vote, and the result of the poll shall be the decision of the members upon the said question.
The Chairperson at a meeting of members 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.
ARTICLE FIVE (back to top)
5.1 Number of Directors
(a) The affairs of the Corporation shall be managed by a Board of Directors which shall consist of a fixed number determined by resolution of the Board, being not less than seven (7) and not more than twelve (12), one of whom may be a person designated by the Board as an ex-officio representative of another community interest within Don Vale.
(b) No member of the Board shall receive remuneration for holding the position of director.
(c) Ex officio members of the Board or any committee shall not have a vote on any question before the Board or committee.
5.2 Election, Term and Qualifications
(a) Subject to the provisions of the Act, directors, other than ex officio directors, if any, shall be elected for a term of two (2) years by the members entitled to vote at each annual meeting. A director who has already served a two (2) year term may choose to stand for another one (1) or two (2) year term.
(b) Every director shall be at least eighteen (18) years of age and shall at the time of his election or within ten (10) days thereafter and throughout his term of office, be a member of the Corporation.
5.3 Vacation of Office
The office of a director shall be vacated upon the occurrence of any of the following events:
(a) if a receiving order is made against him or if he makes an assignment under the Bankruptcy and Insolvency Act;
(b) if an order is made declaring him to be a mentally incompetent person or incapable of managing his affairs;
(c) on death; or
(d) if by notice in writing to the Secretary of the Corporation he resigns his office.
5.4 Removal of Directors
(a) The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a special meeting of which notice specifying the intention to pass such resolution has been given, remove any elected director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting elect any person in such director’s stead for the remainder of his term.
(b) Any ex officio director may be removed from office by resolution of the Board.
Vacancies on the Board may be filled by the appointment of a director for the remainder of the directorís term of office, such appointment to be made by the remaining directors. If no quorum of directors exists, the remaining directors shall forthwith call a special meeting of members to fill the vacancies on the Board.
A quorum for the transaction of business at meetings of the Board shall be the attendance of a majority of the number of voting directors constituting the Board of Directors from time to time.
Meetings of the Board may be held at any place within or outside Canada, as designated in the notice calling the meeting. Meetings of the Board may be called by the President or by the Secretary on direction in writing of any three (3) directors. Directors may participate in and hold a meeting by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear and speak to each other simultaneously and instantaneously, and a director participating in such a meeting by such means shall be deemed to be present at that meeting.
5.8 Notice and Attendance
Notice of Board meetings shall be delivered, mailed, e-mailed or telephoned to each director not less than ten (10) business days before the meeting is to take place. In addition, or in the alternative, the Board of Directors may, by resolution, set a fixed time and place for holding meetings of the Board in each month, or in such months as the Directors may determine and of such meetings, no notice need be sent.
The statutory declaration of the Secretary or the Chairperson that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
Unless otherwise required by the Act, the letters patent or the by-laws of the Corporation, questions arising at any meeting of the Board shall be decided by a majority vote. At all meetings of the Board every question shall be decided by a show of hands unless a poll on the question is requested by any director. The Chairperson of the meeting, in cases of an equality of votes, but not otherwise, shall have a vote to break or to cause a tie.
A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
5.10 Declaration of Interest
It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Corporation, to declare such interest to the extent, in the manner and at the time required by the Act and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement if and when prohibited by the Act.
5.11 Nominating Committee
(a) At least sixty (60) days prior to the annual meeting of members of the Corporation, the Board shall by resolution create a Nominating Committee consisting of not less than two (2) directors and two (2) members of the Corporation. The Nominating Committee shall elect a chairperson from among its members and shall adopt rules of procedure with prior approval of the Board.
(b) The Nominating Committee shall forthwith notify all members of the Corporation of its existence and encourage members to identify suitable candidates for Board vacancies. Details of the responsibilities expected of directors shall be posted on the Corporation’s website. Members shall have at least fourteen (14) days from the date such notice is given to submit names of candidates to the Nominating Committee. Names of candidates must be received by the Nominating Committee no later than thirty (30) days before the annual meeting of members.
(c) The Nominating Committee shall nominate a number of candidates for election as directors at least equal to the number of vacancies which will occur at the next annual meeting.
(d) Any person recommended by the Nominating Committee for election to the Board shall be approved by resolution of the Board before the names of such persons are included in the notice of the annual meeting of members.
5.12 Method of Election
(a) Where the number of candidates nominated is equal to the number of vacancies to be filled, the Secretary shall cast a single ballot for the election of the candidates and the Chairperson declares the candidates duly elected.
(b) If the number of candidates nominated is greater than the number of vacancies to be filled, the method of election either by show of hands or by ballot shall be determined by the Chairperson. A ballot may also be demanded by five (5) or more members. The Chairperson may appoint such members who are not candidates to be scrutineers. After the vote is taken, the Chairperson shall announce the results and declare the successful candidates duly elected to office.
5.13 Other Committees
The Board may from time to time by resolution create one or more other committees, as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. Any such committee may, but need not, include members of the Board and may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. A member of any such committee may be removed by a majority vote of the Board. Committee members shall receive no compensation, either directly or indirectly, for acting as such. Unless otherwise provided, the President of the Corporation shall be a member ex officio of all committees except for the Nominating Committee.
ARTICLE SIX (back to top)
6.1 Election and Appointment
The Board shall elect a President and a Vice-President from among its members at the meeting immediately following the annual meeting. The Board shall also appoint a Secretary and a Treasurer. In addition, the Board may appoint such other officers as it sees fit and shall prescribe the duties of such additional officers. Subject to the forgoing, an officer may, but need not, be a director and one person may hold more than one office save that the President may not hold the office of Secretary.
The President shall be responsible for setting the future direction of the Corporation in consultation with the members, planning and chairing meetings, establishing committees for specific projects, maintaining the by-laws of the Corporation and ensuring that a Nominating Committee is formed to preside over each election. The President shall:
(a) be an ex officio member of all committees of the Board except for the Nominating Committee;
(b) report to each annual meeting of members of the Corporation concerning the operations of the Corporation;
(c) perform such other duties as may from time to time be determined by the Board; and
(d) supervise the affairs and operations of the Corporation, sign all documents requiring his signature and have such other powers and duties from time to time as are prescribed by the Board.
During the absence or disability of the President, his or her duties shall be performed and powers exercised by the vice-president, or, if there is more than one, by the vice-president in order of seniority. In the absence of both the President and the vice-president, the Board shall appoint a president pro tem.
The Board shall appoint one person to hold the office of Secretary who shall report to the President.
The Secretary shall be clerk of the Board and shall attend all meetings of the members, and of the Board to record all facts and minutes of those proceedings which shall be filed in the books kept for that purpose. The Secretary shall give all notices required to be given to members and to directors. The Secretary shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation and shall perform the other duties from time to time prescribed by the Board or incidental to his or her office.
The Secretary will organize and administer the meeting logistics, maintain a membership list containing the names and addresses of members and their designated primary contact.
The Board shall appoint one person to hold the office of Treasurer who shall report to the President.
The Treasurer shall keep full and accurate records 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 the bank or banks from time to time designated by the Board. The Treasurer shall disburse the funds of the Corporation under the direction of the President, the taking of proper vouchers therefor and shall render to the President or the Board whenever required of the Treasurer, an account of all transactions as Treasurer and of the financial position of the Corporation. The Treasurer shall co-operate with the Audit Committee, if any, and the auditors, if any, of the Corporation during any audit of the accounts of the Corporation.
The Treasurer will collect membership fees and manage the bank account, and present the Corporation’s financial statements at the annual meeting of members.
6.6 Other Officers
The Board may appoint other officers (and with such titles as the Board may prescribe from time to time) as it considers necessary and such officers shall have the authority and perform the duties from time to time prescribed by the Board. The Board may also remove at its pleasure any officer of the Corporation.
ARTICLE SEVEN (back to top)
PROTECTION OF DIRECTORS AND OFFICERS
7.1 Limitation of Liability
No director, officer or member, former director or former officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her own negligence or default.
Every director, officer, former director and former officer of the Corporation and his or her heirs, executors, administrators and other legal representatives, respectively, shall from time to time and at all times be indemnified and save harmless out of the funds of the Corporation from and against:
(a) all costs, charges and expenses whatsoever, including any amount paid to settle an action or satisfy a judgement, that such director, officer, former director and former officer reasonably sustains or incurs in or about any investigation, action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office; and
(b) all other costs, charges and expenses that he or she reasonably sustains or incurs in or about or in relation to the affairs of the Corporation upon presentation of proper receipts,
except such costs, charges or expenses as are occasioned by his or her own negligence or default. Every director, officer, former director and former officer of the Corporation may also obtain insurance for personal liability and at all times be indemnified and save harmless out of the funds of the Corporation from and against the claims listed in the sections 7.2(a) and 7.2(b) above.
ARTICLE EIGHT (back to top)
TRANSACTION OF THE AFFAIRS OF THE CORPORATION
8.1 Execution of Instruments
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by the President or as otherwise determined by the Board. In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereon.
8.2 Cheques, Drafts, Notes, Etc.
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange (“Instruments”) shall be signed by the President or by such other officer or officers or person or persons in the manner from time to time prescribed by the Board. For Instruments in excess of $500, the Instrument shall be signed by two officers or such other persons prescribed by the Board.
8.3 Books and Records
The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are regularly and properly kept.
8.4 Banking Arrangements
Subject to section 8.5, the Board shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Corporation or any part thereof, with any bank, trust company or other corporation carrying on a banking business to have the authority set out in the resolution, including, unless otherwise restricted, the power to:
(a) operate the Corporationís accounts with such banker;
(b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;
(c) issue receipts for and orders relating to any property of the Corporation;
(d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and
(e) authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the banking business.
8.5 Borrowing by the Corporation
Subject to the limitations set out in the Act, the by-laws or in the letters patent of the Corporation, the Board may:
(a) borrow money on the credit of the Corporation;
(b) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation; or
(c) invest surplus funds, acting reasonably, and where feasible, restrict the investments to debt instruments of any federal or provincial government or any chartered bank or trust company operating in Canada.
From time to time the Board may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
8.6 Financial Year
Until changed by the Board, the financial year of the Corporation shall end on the last day of December in each year.
ARTICLE NINE (back to top)
9.1 Appointment and Remuneration
The members may, at each annual meeting, appoint the auditors or accountants to audit the accounts of the Corporation and to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor or accountants. The remuneration of the auditors or accountants shall be fixed by the board of directors. The Board shall present the financial statements at the annual meeting for approval by the members.
ARTICLE TEN (back to top)
10.1 Method of Giving Notice
Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor or accountant, shall be sufficiently given if delivered personally to the person to whom it is to be given at his last address as recorded in the books of the Corporation; or if mailed by prepaid ordinary mail to him at his recorded address; or if sent to him by electronic means such as electronic mail or facsimile. The Secretary may change the address on the Corporation’s books of any member, director, officer or auditor or accountant, in accordance with any information believed by him or her to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or to the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by electronic means such as electronic mail or facsimile shall be deemed to have been given when electronically dispatched.
10.2 Computation of Time
In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
10.3 Omissions and Errors
The accidental omission to give any notice to any member, director, officer or auditor or accountant, or the non-receipt of any notice by any member, director, officer or auditor or accountant or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
10.4 Waiver of Notice
Any member (or its duly appointed proxy or representative), director, officer or auditor or accountant, may waive any notice required to be given to him or her or it under any provision of the Act or the letters patent or the by-laws of the Corporation, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
ARTICLE ELEVEN (back to top)
RULES AND REGULATIONS
11.1 Rules and Regulations
The Board shall prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient. The Board may also, in its discretion, place before the members certain matters to be decided by the members in connection with any amendments, additions, or deletions to the rules and regulations as is required from time to time.
ARTICLE TWELVE (back to top)
12.1 Repeal of Former By-laws
All previous By-laws of the Corporation’s predecessor corporation known as the Don Vale Property Owners Association are hereby repealed. In the event of conflict between the provisions of this By-law and any other by-law, the provisions of this By-law shall prevail.
12.2 Effective Date
Subject to confirmation at a meeting of members in accordance with the Act, this By-law shall be effective immediately.
BE IT RESOLVED that the foregoing By-Law No. 1 is made a by-law of the Corporation.
DATED the 8th of June, 2016.