Board of Directors Approved Articles and By-Laws
Enacting Date: April 19, 2007 with minor editing corrections on August 12, 2007
Proposed Confirmation at AGM Date: September 2, 2007.
Patterson Lake Association of Lanark Highlands
Articles and By-Laws
ARTICLE 1- NAME
The name of the Association is: Patterson Lake Association of Lanark
ARTICLE 2 – PURPOSE
The purposes of the Patterson Lake Association of Lanark Highlands are:
a. To provide a means of conveying information, making decisions, and taking
coordinated action on matters that affect the entire lake; and,
b. To provide a central contact for communications internally between members,
externally to persons or organizations which have an interest in Patterson Lake.
ARTICLE 3 – GAIN FOR MEMBERS
The corporation shall carried on without the purpose of gain for its members, and any
profits or other accretions to the corporation shall be used in promoting its objectives.
This constitution comprises two By-Laws:
By-Law #1 is a by-law relating generally to the transaction of the business and affairs of
the Patterson Lake Association of Lanark Highlands (hereinafter called the
Section One – Membership
1.01 Members. – Membership is open to all persons who
own property in the Township of Lanark Highlands on Joe’s Crescent, Nelson Way, Porcupine
Way, White Pine Lane,
Lakeside Road, Hardwood Ridge Road, Parsons Way, Parsons Lane, Fairs Way, or Fairs Lane, or
all persons who own property that includes a shoreline on Patterson Lake, or have deeded access
to the shoreline. A member of the Association will be all such persons who are eligible for
membership and annually pay
the prescribed due. A person can only have one membership regardless of the number of
properties that he or she owns on the above named roads, or the number of properties that have
Patterson Lake shoreline. There shall be one voting member per property.
1.02 Register of Members. – The Association will keep a
register of members in which is set out the names and address of all members.
1.03 Fees. – Members will pay such fees as are decided by
the Board of Directors, and communicated at each AGM.
Section Two – Business of the Association
2.01 Head Office. – The head office of the Association shall be
in the County in which the lake is situated.
2.02 Corporate seal. – The corporate seal of the Association
shall be in the form impressed below on the last page of this document.
2.03 Financial year. – The financial year of the Association
shall be from August 1 to July 31 in each year.
2.04. Execution of instruments. – Deeds, transfers,
assignments, contracts, obligations, certificates and any other instruments will be signed on
behalf of the Association by the
President and one other officer. From time to time, the Board of Directors may designate another
person to sign an instrument on behalf of the Association.
2.05. Banking Arrangements. – The banking business of
the Association shall be transacted with such banks, trust companies or other firms or
corporations as may from time to time
be designated by or under the authority of the Board of Directors. Banking business will be
transacted under such agreements, instructions and delegations of power as the Board of
Directors may authorize.
2.06. Auditor(s). – As required by the Corporations Act, there
shall be one or two auditors appointed by the Board of Directors. Such appointments shall be
confirmed by majority vote
at the next Annual General Meeting. A member may be appointed auditor provided the Board
of Directors considers that the appointed member can conduct the audit in an independent
manner, and bearing in mind that an auditor who is a member of a non-profit corporation has a
duty to the members of the Corporation and to the government for whom he carrying out the
audit. Members of the Board of Directors or their immediate family shall not be appointed as
2.07 Political Involvement. – The Association shall not engage in partisan politics.
The Association shall not endorse any candidate for political office.
Section Three – Directors/ Board of Directors
3.01 Number of directors and quorum. – The number of
directors will be six. A quorum of directors for the transaction of business will be three.
3.02 Qualification. – No person shall be eligible for election
or appointment as a director unless he/she is twenty-one or more years of age and is, at the time
of election, a member of
3.03 Election and term. – The directors will be elected by
the membership at an Annual General Meeting, and will form the Board of Directors. The Board
of Directors of the Association
shall be one elected representatives from each of the six road areas on Patterson Lake. For
the purposes of the organization, the grouping of the roads into road areas shall be:
a. Joe’s Cres/Nelson Way;
b. Porcupine Way;
c. White Pine Lane/Lakeside Road;
d. Hardwood Ridge Road;
e. Parsons Way/Parsons Lane/5th Concession B; and,
f. Fairs Way/Fairs Lane.
At the first meeting after the Annual General Meeting, the elected representatives shall
elect a president, a vice president, a secretary, and a treasurer. The remaining two members shall
be known as directors.
Directors will be elected for a term of 1 year. All directors’ terms will expire
at the adjournmentof the next Annual General Meeting after the one at which they are elected.
eligible to stand for re-election. Any increase or decrease in the number of directors shall be
approved by resolution of the Board of Directors and ratified at an Annual General Meeting. The
will be by show of hands unless a ballot is demanded by any member.
The retiring Board of Directors will act as a Nominating Committee, putting forward a
slate of directors to the membership at the Annual General Meeting. Nominations from the floor
be called and if the nominee meets the qualifications and wishes to let his/her nomination
stand, he/she will be added to the slate for the vote by the membership. In no circumstances
however shall two persons from one road area be elected as directors. The chair must conduct an
election by ballot of property owners from the particular road area where two persons have been
nominated in order to put forward one person from a road area. When a slate of one person
from each of the road areas has been nominated, a vote shall be called to elect the nominees.
Nothing in these rules prevents electing directors if one or more road areas decline to nominate a
person, or no person can be found to represent a road area. Voting will be by a show of hands,
unless a member requests a vote by ballot. The candidates with the majority of votes are elected
to the board.
3.04 Removal of directors. – The members may, by
resolution passed by at least two-thirds of the votes cast at an Annual General Meeting, remove
any director for cause before the
expiration of their term of office and may, by a majority vote at that meeting, elect a member from
the removed director’s road area to serve the remainder of the term.
3.05 Vacation of office. – The office of a director will be
vacated upon the occurrence of any of the following events:
(a) if a receiving order, as defined by the Incorporations Act, is made against that
director or if that director makes an assignment under any Bankruptcy Act;
(b) if an order is made declaring the director to be a mentally incompetent person or
incapable of managing his or her affairs;
(c) if the director is removed from office by resolution of the members as provided in
section 3.04 or,
(d) if by notice, in writing to the Association he or she resigns his or her office.
3.06 Vacancies. – Vacancies on the Board of Directors may
be filled for the remainder of the term of office either by members at a general meeting called for
that purpose or by the Board
of Directors if the remaining members constitute a quorum.
3.07 Calling of Meetings. – Meetings of the Board of
Directors shall be held from time to time at the call of the president, or any two directors. Notice
of the time and place of every meeting
will be given to each director not less than 7 days before the time when the meeting is to be held,
save that no notice of a meeting is necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being
3.08 First meeting of new Board of Directors. – Provided a
quorum of directors is present, each newly elected Board of Directors may without notice hold its
first meeting immediately following the meeting of members at which such Board of Directors is
elected. If meeting is
not held then, it shall held within two months following the meeting which elected the Board
3.09 Place of meeting. – Meetings of the Board of Directors
will normally be held in the County in which the lake is situated, or can be held virtually by
telephone or electronic mail if all of
the directors agree.
3.10 Chair. – The president or, in the absence of the president,
the vice-president will chair any meeting of directors. If no such officer is present, the directors
present will choose one of
their number to be chair.
3.11 Votes to govern. – At all meetings of the Board of
Directors, consensus will be sought on every question. Where consensus is not obtained,
decisions will be reached by a majority of
votes cast on the question. In the case of an equality of votes the chair of the meeting will be
entitled to a second or casting vote.
3.12 Declaration of interest. – It will be the duty of every
director of the Association to declare his/her interest when he/she is in any way, directly or
indirectly, interested in a contract
or arrangement or proposed contract or proposed arrangement with the Association to the
extent, in the manner and in the time required by the Corporations Act.
3.13 Interests of directors in contracts. – Subject to the
provisions of the Corporations Act, and to the declaration of interest in 3.12 above, no director
will be disqualified by his/her office
from contracting with the Association.
3.14 Remuneration. – The directors will not be entitled to
remuneration for their services, but the Board of Directors may authorize the payment by the
Association to any director for reasonable out-of-pocket expenses incurred by that director in the
performance of duties or
otherwise in connection with the affairs of the Association.
3.15 Other Committees.
The Board of Directors may from time to time appoint such committee or committees as
it deems necessary with such powers and duties as it sees fit. Any such committee may formulate
own rules of procedure, subject to regulations or directions as the Board of Directors may from
time to time make.
Section Four – Officers
4.01 Officers. The officers of the Association will consist of
a president, a vice president, a secretary, and a treasurer.
4.02 Agents and attorneys. – The Board of Directors will have
the power from time to time to appoint agents or attorneys for the Association in or out of
Canada with the powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
Section Five – Protection of Directors and Officers
5.01 Limitation of Liability. – No director of the Association
will be liable for the acts, receipts, neglects or defaults of any other director or employee, or for
joining in any receipt or other
act of conformity, or for any loss, damage or expense happening to the Association through
the insufficiency or deficiency of any security in or upon which any moneys of the Association
shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious
of any person with whom any of the moneys, securities or effects of the Association shall
be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or
for any other loss, damage or misfortune whatever which shall happen in the execution of the
duties of that director’s office or in relation thereto unless the same are occasioned by that
director’s own willful neglect or default.
5.02 Indemnity. – Every director of the Association and their
heirs, executors and administrators and estate and effects, respectively, will from time to time
and at all times be indemnified
and saved harmless out of the funds of the Association from and against: a) All costs, charges
and expenses whatsoever that such director sustains or incurs in or about any action, suit or
proceeding that is brought, commenced or prosecuted against him/her for or in respect of any
act, deed, matter or things whatsoever made, done or permitted by a director in or about the
execution of his or her office; and b) all other costs, charges and expenses that he/she sustains or
in or about the affairs of the Association except such costs, charges or expenses as are
occasioned by that director’s own willful neglect or default.
Section Six – Meetings of Members
6.01 Annual General Meetings. – The Annual General Meeting
of the members will be held on the Sunday of Labour Day weekend each year, or at such time
and on such a day as the Board
of Directors may from time to time determine, for the purpose of receiving the reports and
statements required by the Corporations Act to be placed before the annual meeting,
electing directors, appointing auditor(s) and fixing or authorizing the Board of Directors to fix
their remuneration, and for the transaction of such other business as may properly be brought
before the meeting.
6.02 Special meetings. – The Board of Directors or the
president or vice-president or any two directors will have the power to call a special meeting of
the members at any time.
6.03 Place of meeting. – Meetings of members will be held in
the County in which the lake is situated or at any other place within reasonable distance if the
Board of Directors so determines.
6.04 Notice of meeting. – Notice of the time and place of
each meeting of members will be given not less than ten days before the day on which the
meeting is to be held. Notice will be by
posting of notices in the local group postal boxes, other public places, or by mailing the same to
each person who is entered in the current books of the Association as a member. Notice of a
special meeting of the members will state the general nature of the business to be transacted. The
auditor of the Association is entitled to receive all notices and other communications relating to
any meeting of members that any member is entitled to receive.
6.05 Chair and Secretary. – The president, or in his/her
absence a vice-president, will chair any meeting of members. If no such officer is present within
fifteen minutes from the time fixed
for holding the meeting, the members present will choose one of their own number to be chair. !f
the secretary of the Association is absent, the chair will appoint some other member to act
as secretary of the meeting.
6.06 Persons entitled to be present. – The only persons entitled
to attend a meeting of the Association are the members, the auditors of the Association, and
others who, although
not entitled to vote, are entitled or required under any provision of the Corporations Act to be
present at the meeting. Any other person may be admitted on the invitation of the chair of the
meeting and with the consent of the meeting.
6.07 Quorum. – A quorum for the transaction of business at
any meeting of members will be twenty percent of the total membership.
6.08 Right to vote. – At any meeting of members, every
property will be entitled to have one person vote on each motion. The chair shall ensure through
the use of voting cards or
other means that only one person per property votes.
6.09 Majority of vote. – On any question, save questions
related to the amendment of the Constitution or By-laws, a simple majority of 50% + one of
votes cast is deemed sufficient
and binding. Questions relating to the Constitution and By-laws will require a majority of 2/3 +
one of votes cast in order to be adopted.
6.10 Casting Vote. – In case of an equality of votes or a
division of votes precisely split on Constitution or By-law issues 2/3 to 1/3, the chair of the
meeting shall be entitled to an
additional or casting vote.
6.11 Show of hands. – Any question at a meeting of members
will be decided by a show of hands and a declaration by the chair that the vote upon the question
has been carried.
6.13 Polls. – After a show of hands has been taken on any
question, any member may demand a poll. A poll so demanded will be taken in such a manner as
the chair shall direct. In the case
of a poll, each household that has a member will be entitled to one vote and the result of the poll
will be the decision of the members upon the question.
6.14 Adjournment. – The chair at a meeting of members may,
with the consent of the meeting and subject to the conditions as the members may decide,
adjourn the meeting.
Section Seven – Notice
7.01 Method of giving notice. – Any notice to be given to
a member, director, or auditor will be sufficiently given if delivered personally to the person to
whom it is to be given or if
delivered to his or her last address as recorded in the books of the Association or if mailed by
prepaid ordinary or air mail addressed to said address or if sent to said address by any means of
wire or wireless or any other form of transmitted or recorded communication. The secretary or
officer so delegated by the Board of Directors may change the address on the Association’s books
any member, director, officer or auditor in accordance with any information believed to be
reliable. A notice so delivered shall be deemed to have been given when deposited in a post
public letter box; and a notice sent by means of wire or wireless or any other form of transmitted
or recorded communication shall be deemed to have been given when delivered to the
appropriate communication company or agency or its representative for dispatch.
7.02 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 will be excluded and the date of the meeting or other event will be
7.03 Omissions and errors. – The accidental omission to give
any notice to any member, director, or auditor or the non-receipt of any notice by any member,
director, officer or auditor or any
error in any notice not affecting the substance thereof shall not invalidate any act
7.04 Waiver of notice. – Any member, director, or auditor
may waive any notice required to be given to him/her under any provision of the Act, the letters
patent, the By-laws or otherwise
and such waiver shall cure any default in giving such notice.
Section Eight – Effective date and amendments
8.01 Effective date. – All By-laws will come into force
when approved by the Board of Directors and remain in effect until confirmed by a general
meeting of the members. If the By-laws are
not confirmed by the next Annual General Meeting, the previously approved By-Laws will
continue in effect.
8.02 Amendments.– Changes to the Constitution or By-Laws
must be approved by a two-thirds majority vote at an Annual General Meeting.
By-law No. 2 is a by-law respecting the borrowing of money, the issuing of securities
and the securing of liabilities of the Patterson Lake Association of Lanark Highlands (herein after
called the “Association”)
BE IT ENACTED that:
1. The Board of Directors may from time to time: a) borrow money upon the credit of
the Association in such amounts and upon such terms as the Board of Directors may deem
expedient; b) issue, sell or pledge securities (including bonds, debentures, debenture stock
or other such liabilities) of the Association in such amounts and upon such terms as the
Board of Directors may deem expedient; and c) charge, mortgage, hypothecate or pledge in such
amounts and upon such terms as the real or personal property of the Association (both present
future), including book debts and unpaid dues, fees, rights, powers, franchises and undertaking,
secure any such securities or any other obligation or liability of the Association. 2. The Board
of Directors may from time to time delegate to one or more of the directors of the Association
all or any of the powers conferred by this By-law to such extent and in such manner as the Board
of Directors shall determine at the time of each such delegation.
PASSED by the Board of Directors the 19th day of April, 2007 with confirmation of
minor editing changes on the 12th day of August, 2007.
CONFIRMED by the members the 2nd day of September, 2007.