THE HALTON COUNTY LAW ASSOCIATION

BY-LAW No. 1

A By-Law for the general management of the affairs of the Halton County Law Association.

INTERPRETATION

1. In this By-Law:

"Association" means The Halton County Law Association.

"Board" means the Board of Directors of the Association.

"By-Law" means this By-Law No. 1 (including the schedules to this By-Law No. 1) and any and all other by-laws of the Corporation as amended and which are, from time to time, in force. References to "this By-Law" means this By-Law No. 1;

"Director" means a member of the Board.

"Officer" means the President, Vice-President, Treasurer, Secretary and immediate Past-President

"Member" means a member in good standing of the Halton County Law Association unless otherwise specified herein

2. The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

OBJECTS OF THE ASSOCIATION

3. The Association shall be carried on without the purpose of financial gain for its members and any profits or accretions in the capital of the Association shall be used to promote and advance the interests of the members of the Association.

4. The objects of the Association shall be:

HEAD OFFICE

5. The Head Office of the Association shall be in the Regional Municipality of Halton, Province of Ontario, or in such place as the Directors may from time to time determine.

BOARD OF DIRECTORS

6. The Board of Directors shall manage the affairs of the Association, and may from time to time make all such rules and regulations as may be required for managing such affairs.

7. The Board shall have the authority to employ and dismiss such persons as it may deem appropriate. The Board shall fix the compensation of the Association’s employees, if any, and pay that compensation out of the funds of the Association including funding held in trust by the Association for the operation of county law libraries as per the bylaws of the Law Society of Ontario. The Board shall have the authority to define the responsibilities of the Association’s employees and to remove or discharge them.

8. The board shall have the authority to allow or to deny to non-members and to members of the Association and to articling students or clerks employed in the service of members of the Association access to, or use of, the facilities of the Association for such periods and subject to such restrictions as the Board may deem appropriate.

NUMBER AND QUALIFICATION

9. Subject to Section 32, the Board shall consist of twelve (12) voting Lawyer Directors and one voting (1) Paralegal Director, including the Officers of the Association, and one (1) non-voting Director.

10. Each alternate year, eleven (11) voting Directors shall be elected to the Board.

11. Each alternate year, the Vice-President shall be elected to the Board of Directors as a voting Director.

12. The Past President shall be an ex-officio member of the Board, and not entitled to vote at meetings of the Board.

13. Without limitation to the foregoing, the Secretary, Treasurer, Vice-President, President and Past President must be members of the Board.

14. To be eligible for election as a nominee for Vice President the prospective Director must have served as a member of the Board for the year immediately preceding the year in which the nominee seeks to become Vice President; provided however that if there is no such Director willing to act as Vice President, the members of the Association may waive the foregoing requirement for that particular election.

ELECTION OF DIRECTORS

TERMS OF OFFICE

15. Each elected Director, with the exception of the Director elected to hold the position of Vice-President, shall be elected to hold office for a term of two (2) years, which term expires at the Annual General Meeting two (2) years from the date of the Director's election to office.

16. A Director elected to hold the position of Vice President shall be elected to hold office as a member of the Board for a four (4) year term, and shall serve as Vice-President for the first two (2) years and President for the second two (2) years.

17. The Past President shall hold office for a period of two (2) years.

NOMINATIONS

18. Nominations for the positions of Director, as and when applicable, shall be made in writing, and delivered to the person or place designated by the Secretary not later than January 31 of each year at 12 o’clock noon. The nominee may then supply a brief note (preferably fifty (50) words or less) outlining the biography and any concerns of the nominee.

19. A listing of all members nominated for the position of Director along with any note outlining the biography and any concerns of the nominee shall be delivered by the Secretary to the Board of Directors prior to the February meeting of the Board of Directors.

20. The nomination process shall be determined by the Board of Directors from time to time.

VOTING

21. If there are eleven (11) or fewer nominations for the then applicable annually elected Director positions, the nominees for those positions shall be acclaimed as Directors. The remaining positions shall be treated as vacant, and may be filled as set out in this By-Law.

22. If there are more than eleven (11) nominations for the annually elected Director positions, an election shall be held as follows:
    1. Not less than three (3) weeks prior to the applicable Annual General Meeting all nominees shall submit a written statement not to exceed 250 words, via email to the Halton County Law Association Librarian ("the Librarian"), including their biographic and platform details as well as identifying whether the nominee wishes to also be considered for the Vice-President position.
    2. Fourteen (14) days prior to the applicable Annual General Meeting, the Librarian shall circulate the submissions of all nominees to the Halton County Law Association Members by email and shall open electronic voting to all members.
    3. Members are entitled to one vote, which may be cast in person at the applicable Annual General Meeting or cast electronically by emailing the Librarian their eleven (11) preferred candidates.
    4. Electronic voting shall close the day prior to the applicable Annual General Meeting at 5:00 p.m. The Librarian shall tally all votes to date at that time.
    5. At the Annual General Meeting, all nominees shall have the opportunity to address the membership with a brief oral submission, following which any members who have not yet voted may cast their votes.
    6. The then-applicable Director positions shall be filled by the nominees receiving the highest vote totals (as applicable and per the above), with a second ballot to be held in the event of a tie vote. In the event of a tie vote, members are entitled to vote in person or by proxy at the applicable Annual General Meeting.

23. If there is only one (1) nomination for Vice-President, the nominee for said position shall be acclaimed as Vice-President.

24. If there are two (2) or more nominations for Vice-President of the elected Director positions, a secret ballot election shall be held at the Annual General Meeting. The Vice-President position shall be filled by the nominee receiving the highest vote total, with a second ballot to be held in the event of a tie vote. If a member is unable to attend the Annual General Meeting said member is entitled to vote by proxy.

25. The election results may be communicated to the members as soon as they are known, and shall be announced at the Annual General Meeting.

SUCCESSION FROM VICE PRESIDENT TO PRESIDENT

26. Subject to the terms of this By-Law, the Vice President shall be elected to hold office as a member of the Board for a four (4) year term, and shall serve as Vice-President for the first two (2) years and President for the second two (2) years.

RESIGNATION OR REMOVAL OF DIRECTORS

27. A Director may resign at any time by delivering a notice of resignation to the President.

28. A Director who ceases to be a member of the Association shall cease to be a Director at that time.

29. Should any Director be absent without reasonable excuse from three regular meetings of the Board during any single year of office, that Director shall cease to be a Director, and the place occupied by that Director shall be considered vacant, and may be filled in the manner provided by this By-Law. Under special circumstances the remaining full Board of Directors may by a two-thirds majority determine the reasonableness of the excuse and whether the Director shall remain a member of the Board.

VACANCIES

30. If a quorum of the Directors remains in office, vacancies among the elected Directors on the Board, however caused, may be appointed by the Directors from among the members of the Association and such appointed Director shall hold office until the next applicable Annual General Meeting of the members of the Association.

31. If there is not a quorum of Directors or if there has been a failure to elect sufficient Directors to constitute a quorum of Directors, then the remaining Directors shall forthwith call a meeting of the members to fill the vacancies 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.

32. Subject to meeting a quorum of Directors, notwithstanding any vacancy on the Board, the Board shall discharge its duties, responsibilities and obligations as if no vacancy existed.

BOARD MEETINGS

33. Seven (7) Directors shall constitute a quorum at all meetings of the Board.

34. The Board shall hold a minimum of seven (7) regular meetings per calendar year at a time and place set by the President on reasonable notice. Directors’ meetings may also be called by the Vice-President, Treasurer or Secretary on direction, in writing, of three Directors. Notice of such meetings shall be given either personally or by fax or e-mail to each Director at his or her last known business address not less than one day before the meeting is to take place or by mail four days before the meeting is to take place.

35. A resolution without a meeting, where signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors is as valid as if it had been passed at a meeting of directors or of a committee of directors.

CONFLICTS OF INTEREST

36. A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Association shall make such disclosures as are required by applicable legislation. Except as provided by said legislation, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.

ERRORS IN NOTICE, BOARD OF DIRECTORS

37. No error or omission in giving notice for a meeting of Directors, or in the nomination of Director’s process at the Annual General Meeting, shall invalidate such meeting or notice or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken at such meeting.

OFFICERS

38. The Officers of the Association shall be the President, the Vice-President, the Treasurer, the Secretary and the Past President. Each Officer shall hold office until a successor is elected or appointed, as applicable. Each Officer must be a member of the Association and must be a Director.

39. The performance of any duty imposed by any By-Law on an Officer may, where appropriate, be delegated to another Officer.

PRESIDENT

40. The President shall preside at all meetings of the Association and of the Board. Between meetings of the Board, the President shall also be charged with the general management and supervision of the affairs and operations of the Association.

VICE-PRESIDENT

41. During the absence or incapacity of the President, the duties and powers of the President shall be exercised by the Vice-President, and if the Vice-President exercises any of such duties or powers, the absence or incapacity of the President shall be presumed. In the absence of both the President and the Vice-President, a temporary Presiding Officer, selected by the Board, shall preside at any meetings of the Association or of the Board.

SECRETARY

42. The Secretary shall be appointed by the Board and shall be responsible for the preparation and delivery of notices to all members of the Association, concerning all meetings of the Association, and to all Directors, concerning all meetings of the Board, and ensure that an accurate record of these proceedings is kept.

43. The Secretary shall be responsible for custody of the seal of the Association, and shall, when authorized by resolution of the Board, seal all documents which are directed to be sealed. The seal shall be maintained at the Head Office of the Association to ensure its safekeeping.

TREASURER

44. The Treasurer shall be appointed by the Board and shall be responsible for and shall have charge of the funds of the Association and shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account. The Treasurer shall be responsible for depositing all monies or other valuable effects in the name and to the credit of the Association in the bank or banks designated by the Board.

45. The Treasurer shall ensure that appropriate financial controls are in place for the management of the funds of the Association.

46. At the Annual General Meeting, the Treasurer shall table the Financial Statements of the Association for the preceding financial year and proposed annual budgets for the upcoming year.

47. Not less than twenty-one (21) days before each Annual General Meeting, the Treasurer shall provide a copy of the financial statements approved by the directors, the report of the auditor or reviewer and any further information respecting the financial position of the Association and the results of its operations as required hereunder to all members who have informed the Treasurer that they wish to receive a copy of those documents.

48. To be eligible to act as Treasurer, a Director must have served as a member of the Board for the year immediately preceding the year in which the nominee seeks to become Treasurer; provided however that if there is no such Director willing or able to act as Treasurer, the Board may appoint any member of the Board.

PAST PRESIDENT

49. Subject to Sections 27 through 29 hereof, the Past President shall always be the individual who served as President during the term of office immediately preceding the current President’s term or terms. The Past President shall discharge such duties as the President or the Board may assign from time to time.

COMMITTEES

50. The Board may establish and maintain, from time to time, Committees for the better administration of the affairs of the Association. The Board shall determine the powers and authority of these Committees, and the rules and regulations under which they shall operate.

51. The Board shall appoint the Chair and the members of all Committees. The Vice President, Treasurer and Secretary shall be members of the Association’s Finance Committee.

APPOINTMENT OF OFFICERS

TERM OF OFFICE

52. Per Sections 16, 23 and 24, the Vice President shall be elected for a two (2) year term, with automatic ascension to the office of the President, and shall then hold office as the President for a two (2) year term. The Treasurer and Secretary shall each hold office for a term of two (2) years, coinciding with his/her term as Director.

53. Without limiting the foregoing, the President and Vice President may not serve consecutive two (2) year terms as an Officer in the same position and no individual member of the Association may act as President and Vice-President simultaneously.

RESIGNATION OR REMOVAL OF OFFICERS

54. An Officer may resign at any time by delivering a written notice of resignation to the President.

55. An Officer who ceases to be a member of the Association shall cease to be an Officer at that time.

56. An Officer who is removed as a Director shall cease to be an Officer at that time.

57. An Officer may otherwise be removed from office only by a vote of two-thirds of the Directors.

VACANCIES

58. Vacancies in any of the Officer’s positions, however caused, may be filled by the Directors from among the Directors of the Association.

59. With the exception of the President and Vice-President, an Officer appointed by the Board to fill a vacancy shall serve only for the time remaining in the term of the Officer being replaced. If the Board appoints a President or Vice-President, said officer shall serve only until the next Annual General Meeting, at which time he or she will be replaced or affirmed through the election process, and then serve for the time remaining in the term of the replaced Officer.  In the event an election is required to replace or affirm a President and/or Vice-President in a year without a regular election of Directors, the Officer(s) shall be affirmed or replaced through the election process outlined at sections 18 through 22 herein with the process to be adjusted as necessary to accommodate the number of nominees and/or positions to be filled.

MEMBERSHIP

60. Any member in good standing of any law society of any Province or Territory of Canada and either residing in the Regional Municipality of Halton ("Halton") or being engaged in the practice of law or the provision of legal services in Halton may become a member of the Association on application to the Secretary and payment of the prescribed annual fee of the Association for the current year.

61. By applying for membership in the Association, each member of the Association subscribes to this By-Law and any subsequent By-Law duly passed by the Association, and agrees to be bound by the rules and regulations of the Association.

62. The annual fees for membership in the Association shall be fixed from time to time by the Board of Directors.

63. If any member fails to pay the annual fees by the time prescribed for payment, the Treasurer shall notify that member in writing of the default. If the amount is not paid within three (3) months after that notification, the Board may direct that the member in default shall cease to be a member of the Association. The Board may also direct that the former member may not be readmitted to membership without payment of all fees in arrears.

64. No member whose fees are in arrears shall be qualified to vote at any meetings, or be entitled to use any facility of the Association, unless otherwise permitted by the Board.

65. If any member, in the opinion of the Board, willfully infringes the By-Laws or the rules and regulations of the Association, then the Board may ask that member to resign. If the member does not resign within a month after the request, the Board may expel that member at which time the member shall cease to be a member of the Association.

66. Any member who withdraws, resigns or is removed under this By-Law shall cease to be a member of the Association, and shall forfeit all right and claim in and to the Association’s property and funds, and shall cease to be entitled to use any facility of the Association.

ASSOCIATION MEETINGS

67. Unless otherwise provided in this By-Law, all meetings of the Association shall be called by delivery of a notice in writing either personally, or by mail, fax, or e-mail to each member of the Association at the last known business address of the member in the records of the Association. The notice for all meetings shall state the time and place of the meeting and, except as otherwise provided in this By-Law, shall be given not less than five (5) days and not more than forty-five (45) days before the date of the meeting.

68. At all meetings of the Association, each member present shall be entitled to one vote. No member may vote by proxy.

69. A quorum of fifteen (15) members in good standing of the Association shall be necessary to properly constitute any meeting of the Association.

70. At all meetings of the Association, any question before the meeting shall be decided by a majority of those members present unless this By-Law otherwise provides. All votes at meetings shall be taken by ballot if so requested by the President or by at least five (5) members present. If no request is made, then the vote shall be taken by a show of hands.

ANNUAL GENERAL MEETING

71. The Annual General Meeting of the Association shall be held each year before the end of March, at a place and time set by the Board.

72. Notice of the Annual General Meeting shall be given not less than thirty (30) days before the date of the meeting. Otherwise, notice of the Annual General Meeting shall be given as set out in Section 67 of this By-Law No. 1.

73. The Board shall table at the Annual General Meeting:

SPECIAL MEETINGS

74. Special Meetings of the Association shall be called by the President or, in the President’s absence, by the Vice-President, at the direction of the Board or upon the written request of any five (5) members of the Association, stating the object of such meeting.

ERROR IN NOTICE

75. No error or omission in giving notice of any meeting or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken at such meeting and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken at such meeting.

FISCAL YEAR

76. The fiscal period of the Association shall terminate on the 31^st day of December in each year or on such other date as the Directors may from time to time determine by Resolution.

MONIES AND ACCOUNTS

77. All monies of the Association shall be applied to such purposes and in such manner as the Board may deem necessary for managing the affairs of the Association.

78. All monies of the Association shall be deposited in an account with a Canadian chartered bank, registered trust company, or other financial institution to the credit of the Association.

SIGNING OFFICERS

79. All disbursements on account of the Association shall be paid by cheque signed by any two (2) of four (4) Directors as designated by annual resolution of the Board and filed with the appropriate banking facilities.

BOOKKEEPER

80. A bookkeeper may be appointed by the Board who then shall ensure that all financial records, specifically including the banking records, of the Association shall be accurate, complete and up to date and that the Financial Statements of the Association be prepared on a timely basis as required by these By-Laws and all pertinent legislation.

AUDITORS

81. Auditors of the Association, being members of the Canadian Institute of Chartered Accountants, shall be appointed at the Annual General Meeting, to review and/or audit the Financial Statements for the next ensuing financial year of the Association, and all the accounts and all books of accounts maintained by the Association shall be submitted to them for their examination and their report prior to the next Annual General Meeting.

RECORDS

82. The Board shall ensure that the books and records of the Association are maintained in accordance with this By-Law and any applicable legislation.

83. Subject to any applicable legislation, all records in the possession of any Officer of the Association shall be open to the inspection of any member.

84. Every Officer of the Association shall, at the conclusion of that Officer’s term of office, deliver to their successor all books, papers, monies and documents concerning the Association and in the possession or control of the Officer, and the successor shall then be responsible for the keeping of all these books, papers, monies and documents.

ADJOURNMENT

85. Any meetings of the Association or of the Directors may be adjourned to any time and from time to time and to any place and such business may be dealt with at such adjournment meeting as might have been dealt with at the original meeting. No notice shall be required of any such adjournment.

SEAL

86. The Association has a seal upon which is embossed the words "The Halton County Law Association". This Corporate Seal, an impression of which is stamped in the margin hereof, shall be the Seal of the Association.

BORROWING POWERS

87. The Board may from time-to-time: