Bylaws

By-laws approved at the CMGRA founding meeting on November 18, 2009

BY-LAW No. I

HEAD OFFICE
1. The Head Office of the Corporation shall be in the Town of Oakville, in the province of Ontario, and at such place therein as the directors may from time to time determine.

BOARD OF DIRECTORS
2. The affairs of the Corporation shall be managed by a board of no fewer than five and no more than twelve directors, each of whom at the time of his or her election or within 10 days thereafter and throughout his or her term of office shall be a member of the Corporation. Each Director shall be elected to hold office until the first annual meeting after he or she shall have been elected and qualified. The entire Board shall be eligible for re-election. The election may be by a show of hands, unless a ballot is demanded by any member.

REMOVAL OF DIRECTORS
3. The members of the Corporation may remove any Director before the expiration of his or her term of office by a resolution passed by at least two-thirds of the votes cast at a general meeting, of which notice specifying the intention to pass such a resolution has been given. The members may then elect a replacement by a majority of the votes cast at that meeting.

VACANCIES, BOARD OF DIRECTORS
4. Vacancies on the board of directors, however caused, may be filled by the Directors from among the qualified members of the Corporation, if they shall see fit to do so, as long as a quorum of Directors remains in office. Otherwise such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

QUORUM AND MEETINGS, BOARD OF DIRECTORS
5. Half of the Directors, but no fewer than three shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.
Directors' meetings may be formally called by the President or any Vice-President or by the Secretary on direction of the President or any Vice-President, or by the Secretary on direction in writing of two Directors. Notice of such meetings shall be delivered, telephoned, faxed, or e-mailed to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than three business days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A Directors' meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The Directors may consider or transact any business either special or general at any meeting of the Board.

ERRORS IN NOTICE, BOARD OF DIRECTORS
6. No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

VOTING, BOARD OF DIRECTORS
7. Questions arising at any meeting of Directors shall be decided by a majority of votes. The President shall act as Chairperson. The Chairperson of the meeting shall vote only when there is an equality of votes, in which case the Chairperson shall have the casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his or her duties may be performed by a Vice-President or such other Director as the Board may from time to time appoint for the purpose.

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

REMUNERATION OF DIRECTORS
9. The Directors shall receive no remuneration for acting as such.

OFFICERS OF CORPORATION
10. There shall be a President, one or two Vice-Presidents, a Secretary and a Treasurer and such other officers as the Board of Directors may determine by resolution from time to time. One person may hold more than one office except the offices of President and Vice-President. The President, Vice-President(s), Secretary and Treasurer shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the incumbents, being members of the Board, shall hold office until their successors are elected. A Director may hold a maximum of two offices.

DUTIES OF PRESIDENT AND VICE-PRESIDENT(S)
11. The President shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operation of the Corporation. The President with the Secretary or other Officer appointed by the Board for the purpose shall sign all by-laws and minutes of meetings.
During the absence or inability of the President, his or her duties and powers may be exercised by a Vice-President, and if a Vice-President, or such other Director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

DUTIES OF SECRETARY
12. The Secretary shall be a Director. He or she shall record all facts and minutes of all proceedings in the books kept for that purpose. He or she shall give all notices required to be given to members and to Directors. He or she shall be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he or she shall deliver up only when authorized by a resolution of the Board of Directors to do so, and to such person or persons as may be named in the resolution, and he or she shall perform such other duties as may from time to time be determined by the Board of Directors.

DUTIES OF TREASURER
13. The Treasurer shall be a Director. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such financial institution as may from time to time be designated by the Board of Directors. He or she shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required of him or her, an account of all his or her transactions as Treasurer, and of the financial position of the Corporation. He or she shall also perform such other duties as may from time to time be determined by the Board of Directors.

DUTIES OF OTHER OFFICERS
14. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

LIMITATION OF LIABILITY
15. No Director of Officer shall be liable for:
(a) the acts, receipts, neglects or defaults of any other Director, Officer or employee;
(b) joining in any receipt or other act for conformity;
(c) 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;
(d) the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested;
(e) 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
(f) 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 are occasioned by his or her own willful neglect or default.

INDEMNITY
16. Every Director and Officer of the Corporation and their respective heirs, estate trustees and estate and effects shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:
(a) all costs, charges and expenses whatsoever that such Director or Officer sustains or incurs in or about any 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 sustains or incurs in or about or in relation to the affairs of the Corporation except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.

EXECUTION OF DOCUMENTS
17. Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by any two Officers of the Corporation, or by any person authorized by the Board. Notwithstanding the provision to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time, by resolution, direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Corporation may or shall be executed.

BOOKS AND RECORDS
18. The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

MEMBERSHIP
19. The membership shall consist of such individuals as are admitted as members by the Board of Directors. Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.
Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members.

Membership shall be limited to persons eighteen years of age and over, who maintain a principal residence within the area bounded on the:

North by Queen Elizabeth Way
South by Lake Ontario
East by Maple Grove Drive
West by Chartwell Road

DUES
20. There shall be dues payable annually by the members, on a per-household basis, as determined by the Board of Directors from time to time.

ANNUAL AND OTHER MEETINGS OF MEMBERS
21. The annual general meeting of the members shall be held at a place in the Town of Oakville as the Board of Directors may determine and on such day as the Directors shall appoint. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors and the financial statement shall be presented and a Board of Directors elected for the ensuing year. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The Board of Directors or the President or Vice-President(s) shall have power to call at any time a general meeting of the members of the Corporation. Notice of the time and place of every such meeting shall be given to each member by sending the notice by mail or e-mail or by hand delivery at least six business days before the time fixed for the holding of such meeting.

ERROR OR OMISSION IN NOTICE
22. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, Director or Officer for any meeting or otherwise, the address of any member, Director or Officer shall be his or her last address recorded on the books of the Corporation.

ADJOURNMENTS
23. Any meetings of the members of the Corporation or of the Directors may be adjourned to 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. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS
24. A quorum for the transaction of business at any meeting of members shall consist of not less than six members present in person who shall represent no less than four separate residences.

VOTING OF MEMBERS
25. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall be entitled to one vote at all meetings of members. No member shall be entitled to vote at meetings of the Corporation unless he or she has paid all dues, if any, then payable by him or her.

At all meetings of members every question shall be decided by a majority of the votes of the members present in person unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided by a show of hands, unless a poll is 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 chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by ballot.
In the case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairperson shall be entitled to a second or casting vote.

FINANCIAL YEAR
26. Unless otherwise ordered by the Board of Directors, the financial year end of the Corporation will be March 31st.

INTERPRETATION
27. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number shall include the plural number, as the case may be, and vice versa, and references to persons shall include firms and corporations.

THIS BY-LAW NO. I was passed this 18th day of November, 2009 by the Board of Directors of the Corporation and confirmed by the members of the Corporation at a meeting called for the purpose the same day.

 


President

 


Secretary