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.

GeNeral

1. Definitions – In this By-Law:

   (a) "Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or reenacted from time to time;

   (b) "Annual General Meeting" means an annual general meeting of the Members.

   (c) "Articles" means the articles of the Association.

   (d) "Association" means The Halton County Law Association.

   (e) "Board" means the Board of Directors of the Association.

   (f) "Chair" means the chair of the Board;

   (g) "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 Association as amended and which are, from time to time, in force. References to "this By-Law" means this By-Law No. 1;

   (h) "Director" means a member of the Board. 

   (i) "Member" means a member in good standing of the Association unless otherwise specified herein.

   (j) "Members" means the collective membership of the Association.

   (k) "Officer" means an officer of the Association.

   (l) "Special Meeting" means a special meeting of the Members.

2. Interpretation - Other than as specified in Section 1, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders. 
   
   
3. Severability and Precedence – 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.

Registered Office

4. Registered Office - The registered office of the Association (the “Registered Office”) 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

5. Management of Affairs - 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.

6. Authority re Employees - 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.

7. Authority re Membership - 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.

8. Composition - Subject to Part IV of the Act and Sections 10, 14, 15 and 21 herein, the Board shall consist of twelve (12) voting Directors who are lawyers and one (1) voting Director who is a paralegal, and the Past-President as a non-voting ex-officio Director.

9. Nominations and Process - The nomination and election process shall be determined by the Board from time to time.

10. Elections (Other Than Vice-President) - Each year, the prescribed number of voting Directors shall be elected to the Board. Each alternate year, the Vice-President shall be elected to the Board as a voting Director. If there are the same 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. If there are more nominations than the prescribed number of annually elected Director positions, an election shall be held. If there is a vote, 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.

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

12. Eligibility to be Vice-President - 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.

13. Terms –

    (a) General – Subject to subsection (d), 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.

    (b) Vice-President / President – The Director elected to hold the position of Vice-President shall be elected as a Director for a four (4) year term, and subject to the terms of this By-Law shall serve as Vice-President for the first two (2) years and President for the second two (2) years.

    (c) Past President – The Past President shall be a non-voting ex-officio Director hold office for a period of two (2) years. 

    (d) First Election – At the first election of Directors following the approval of this By-Law, one (1) half of the Directors other than the Director elected to hold the position of Vice- President if/as applicable shall be elected for a two (2) year term and one (1) half of the Directors other than the Director elected to hold the position of Vice- President if/as applicable shall be elected for a one (1) year term.

14. Resignation / Removal of Directors –

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

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

    (c) Should any Director be absent without reasonable excuse from three (3) 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 may by a two-thirds majority determine the reasonableness of the excuse and whether the Director shall remain a member of the Board.

15. Vacancies –

    (a) The office of a Director shall be vacated immediately:

    i. if the Director resigns office by written notice to the Association, which resignation shall be effective at the time it is received by the Association or at the time specified in the notice, whichever is later;

    ii. if the Director dies or becomes bankrupt as defined under the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3;

    iii. if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or

    iv. if, at a meeting of the Members, the Members remove the Director by ordinary resolution before the expiration of the Director's term of office.

    (b) If the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution.

    (c) 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.

    (d) 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 Special Meeting 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. 

    (e) 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.

    (f) A Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director's predecessor.

16. Remuneration – The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; subject to the following:

    (a) Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors' duties;

    (b) Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Association in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:

    i. considered reasonable by the Board;

    ii. approved by the Board for payment by resolution passed before such payment is made; and

    iii. in compliance with the conflict of interest provisions of the Act.

Directors' meetings

17. Regular Meetings – The Board shall hold a minimum of seven (7) regular meetings per calendar year at a time and place set by the Chair on reasonable notice. The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

18. Calling of Meetings – Directors’ meetings may be called by the Chair, the President, or by the Vice- President, Treasurer or Secretary on direction in writing of three (3) Directors, at any time and any place on notice as required by this By-law.

19. Resolutions in Lieu of Meetings – 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.

20. Notice – Notice of the time and place for the holding of a meeting of the Board shall be given per the Act, as soon as reasonably practicable and in the manner provided in Section 68 of this By-law. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Association.

21. Quorum - A majority of the Directors shall constitute a quorum at all meetings of the Board.

22. Chair - The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

23. Voting - Each Director has one (1) vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second or casting vote.

24. Participation by Telephonic or Electronic Means – If all of the Directors of the Association consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

25. Conflicts of Interest - A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Association or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Association shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

26. Protection of Directors and Officers –

    (a) No Director, Officer or committee member of the Association is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Association or for joining in any receipt or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

    i. complied with the Act and the Association's articles and By-laws; and

    ii. exercised their powers and discharged their duties in accordance with the Act.

    (b) Subsection does not and shall not be deemed to limit any defence set out in Part IV of the Act.

    (c) Subject to subsection 46(3) of the Act, the Association shall indemnify its Directors, Officers, and former Directors and Officers, against all costs, charges and expenses, including any amounts paid to settle an action or satisfy a judgment, reasonably incurred by the Director, Officer, or former Director or Officer in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the Director, Officer, or former Director or Officer is involved because of that association with the Association.

27. Insurance  - The Association shall, at the discretion of the Board, acting reasonably, secure and maintain Directors and Officers insurance.

Committees

28. The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated.

29. Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board's responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.

30. Notwithstanding the foregoing, if at any time a finance committee for the Association is put in place, the Treasurer and the Secretary must be members of the said finance committee.

Officers

31. Positions – The Officers of the Association shall be the Chair, 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. The office of Treasurer and Secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and President may be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time. Officer positions other than Vice-President and President shall be appointed by the Board. The Vice-President and President positions shall be elected per Section 11.

32. Duties (Generally) - Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

33. Chair - The Chair shall perform the duties described in Sections 22 and 49 and such other duties as may be required by law or as the Board may determine from time to time. The Chair must be a member of the Board. Unless otherwise appointed by the Board, the President shall serve as the Chair.

34. President - The President shall be charged with the general management and supervision of the affairs and operations of the Association.

35. Vice-President - 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.

36. Secretary - The Secretary shall be appointed by the Board and shall be responsible for the preparation and delivery of notices to all Members 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. 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 Registered Office to ensure its safekeeping.

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

38. Past President - Subject to Section 14, 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.

39. Terms of Office – Per Sections 11 and 13, 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. Individuals may serve in the capacity of more than one office simultaneously; provided however that no individual may serve as President and Vice-President simultaneously. An Officer shall hold office until the earlier of:

    (a) the Officer's successor being appointed;

    (b) the Officer's death; or

    (c) the Officer’s resignation or removal per Section 40.

40. Resignation / Removal of Officers –

    (a) An Officer may resign at any time by delivering a written notice of resignation to the President (or, in the case of the President, to the Secretary).

    (b) An Officer who ceases to be a Member shall cease to be an Officer at that time.

    (c) An Officer who is removed as a Director shall cease to be an Officer at that time. An Officer other than Vice-President or President may be removed from office only by a vote of two-thirds of the Directors. The Vice-President and the President may be removed only by a vote of two-thirds of the Members or per Section 14(c).

41. Vacancies –

    (a) Vacancies in any of the Officer positions, however caused, may be filled by the Directors from among the Directors of the Association.

    (b) If the Board appoints a President or Vice-President, said Officer shall serve only until the next Annual General Meeting, at which time the said Officer will be replaced or affirmed through the election process, and then serve for the time remaining in the term of the replaced Officer.

membership

42. Eligibility – 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.

43. Application – By applying for membership in the Association, such prospective Member shall subscribe to this By-Law and any subsequent By-Law duly passed by the Association, and shall agree to be bound by the rules and regulations of the Association.

44. Annual Fees (Determination) – The annual fees for membership in the Association (the “Annual Fees”) shall be fixed from time to time by the Board of Directors.

45. Annual Fees (Failure to Pay) – 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 unpaid amount is not paid within three (3) months after such notification, the Board may direct that the Member in default shall cease to be a Member. The Board may also direct that the former Member may not be readmitted as a Member without payment of all Annual Fees in arrears. 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.

46. Discipline / Removal – Upon fifteen (15) days' written notice to a Member (the “Disciplinary Notice”), the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the Articles or the By-laws. The Disciplinary Notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the Disciplinary Notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the notice period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.

47. Withdrawal – A Member may withdraw from membership in the Association at any time on notice to the Secretary.

48. Effect of Withdrawal/Removal/Non-Transferable – Any member who withdraws or is removed under this By-Law shall cease to be a Member, 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. A membership in the Association is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.

MEMBERSHIP MEETINGS

49. Chair of Meetings - The Chair shall be the chair of a Members' meeting; in the Chair's absence, the Members present at any Members' meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

50. Notice of Meetings - Subject to the Act and Section 54(a), not less than ten (10) and not more than fifty (50) days written notice of any Members' meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken, and state the text of any special resolution to be submitted to the meeting.

51. Persons Entitled to be Present - The only persons entitled to attend a Members' meeting are the Members, the Directors, the auditor or the person who has been appointed to conduct a review engagement of the Association, if any, and others who are entitled or required under any provision of the Act or the articles or the By-laws of the Association to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

52. Quorum - A quorum for the transaction of business at a Members' meeting is a fifteen (15) voting Members in good standing present in person. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

53. Voting – Business arising at any Members' meeting shall be decided by a majority of votes cast unless otherwise required by the Act or the By-laws provided that:

    (a) each Member in good standing shall be entitled to one vote at any meeting;

    (b) votes shall be taken by a show of hands, among all Members present and the chair of the meeting, if a Member, shall have a vote;

    (c) an abstention shall not be considered a vote cast;

    (d) before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;

    (e) notwithstanding subsection (b) and only if and as set out in the notice of the Members’ meeting, the Board may determine and provide for means and/or timing of voting other than by show of hands at the Meeting; 

    (f) if there is a tie vote, the chair of the meeting shall require a written ballot, and shall have a second or casting vote; and

    (g) whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

54. Annual General Meeting –

    (a) Day and Time – The Annual General Meeting shall be held each year before the end of March, at a time set by the Board.

    (b) Place – The Annual General Meeting shall be held at a place within Halton fixed by the Board.

    (c) Materials to be Provided in Advance – Any Member, upon request, shall be provided, not less than five (5) business days or other number of days that may be further prescribed in regulations before the Annual General Meeting, with a copy of the approved Financial Statements, auditor's report or review engagement report and other financial information required by the By-laws or the Articles.

    (d) Notice – Notice of the Annual General Meeting shall be given not less than thirty (30) days before the date of the meeting. 

    (e) Reports – The Board shall table at the Annual General Meeting:

    i. the President’s Report on the activities of the Association for the preceding year;

    ii. the Treasurer’s Report on the financial condition of the Association;

    iii. Financial Statements of the Association (“Financial Statements”) for the preceding financial year;

    iv. the Auditor’s Report for the preceding financial year; and

    v. the Library Report for the preceding year.

    (f) Business – The business transacted at the Annual General Meeting shall include:

    i. receipt of the agenda; 

    ii. receipt of the minutes of the previous annual and subsequent special meetings;

    iii. consideration of the Financial Statements;

    iv. report of the auditor or person who has been appointed to conduct a review engagement;

    v. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year

    vi. election of Directors; and

    vii. such other or special business as may be set out in the notice of the meeting.

    No other item of business shall be included on the agenda for an Annual General Meeting unless a Member has given notice to the Association of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

55. Special Meetings - The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 percent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.

Financial matters

56. Financial Year - The financial year of the Association ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

57. Banking - The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Association shall be placed for safekeeping.

58. Monies and Accounts - 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. 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.

59. Execution of Documents - Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of the Association to be a true copy thereof.

60. Bookkeeper - A bookkeeper may be appointed by the Board to 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 are prepared on a timely basis as required by this By-Law and applicable legislation.

61. Auditors - 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.

62. Borrowing Powers – The Board may from time-to-time:

    (a) borrow money upon the credit of the Association;

    (b) issue, re-issue, sell or pledge debt obligations of the Association; and

    (c) mortgage, hypothecate, pledge or otherwise create security interest in all or any property of the Association owned or subsequently acquired, to secure any debt obligations of the Association.

books and records

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

64. Accessibility – 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.

65. Return of Records – 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 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 of meetings

66. Adjournment – The Chair may, with the majority consent of any Directors’/Members' meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Directors/Members, unless the meeting is adjourned by one or more adjournments for an aggregate of thirty (30) days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

seal

67. Seal – The seal of the Association, if any, shall be in the form determined by the Board.

notice

68. Notice - Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Association shall be delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member at the Member's latest address as shown in the records of the Association; and to such Director at his or her latest address as shown in the records of the Association or in the most recent notice or return filed under the Association’s Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.

69. Notice Error/Omissions - The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

amendments to by-laws

70. This By-law may be amended or repealed and replaced by a vote of two-thirds of the Directors held at an Annual Meeting or at a Special Meeting duly called for that purpose on no less than ten (1) days’ prior written notice of such Special Meeting.

Consistency with the act

71. No provision of this By-Law No. 1, whether as set out herein or in any future amendment, may be inconsistent with the Act. In the event of any inconsistency, the applicable provision(s) of the Act shall take priority and shall be deemed to replace the inconsistent(s) of this By-Law.

repeal of previous by-law

72. By-Law No. 1 of the Association enacted as of the 5th day of March, 2020 is hereby repealed.