By Laws – Stonebridge Community Association

“Act” means the Ontario Corporations Act and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
“Board” means the board of directors of the Corporation;
“By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force;
“Chair” means the chair of the Board;
“Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
“Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
“Electronic Means” means a telephonic, electronic or other communication facility that, in accordance with the Act, permits all participants to communicate adequately with each other;
“Household” means one or more persons living in the same dwelling.
“Member” means a member of the Corporation;
“Members” means the collective membership of the Corporation;
“Officer” means an Officer of the Corporation;
“Resident of Stonebridge” means a person who lives in Stonebridge and/or a person who owns a home(s) in Stonebridge; and
“Stonebridge” is the area surrounded by red borders in the map presented in Schedule A.

1.2 Interpretation

Other than as specified in the Definitions, 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.

1.3 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.

1.4 Head Office

The head office of the Corporation shall be in the City of Ottawa, in the Province of Ontario, Canada.

1.5 Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

1.6 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) 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 Corporation to be a true copy thereof.

Section 2 – Powers of the Board

The Board 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. The Board may authorize expenditures on behalf of the Corporation from time to time.

Section 3 – Membership

3.1 Composition

Membership in the Corporation will comprise:

those persons who are Members in good standing on the date these By-laws are adopted by special resolution; and
those persons who are eligible and who have been admitted as Members in accordance with these By-laws.

3.2 Eligibility

A person may be eligible for admission as a Member if he or she:

is a Resident of Stonebridge; and
is of the age of majority in the province of Ontario.

3.3 Term of Membership

The term of membership is one (1) year and may be renewed.

For purposes of calculating the duration of a term of membership, the term will be deemed to commence on the date a complete application for membership is processed, or such later date as may be determined by the Board.

3.4 Application for Membership

Unless otherwise determined by the Board in its discretion, an eligible person who submits the following to the Corporation will be admitted as a Member:

a completed application in such form as may be prescribed by the Board;
payment membership dues.

The Board may, by board resolution, postpone or refuse an application for membership for any reason which, in the Board’s view, is necessary or prudent to protect the reputation and integrity of the Corporation.

3.5 Renewal of Membership

A Member who remains eligible may renew his or her membership for another term prior to its expiry by submitting notice of renewal in such form as may be prescribed by the Board, along with applicable membership dues, to the Corporation. A Member whose membership has expired may reapply for membership.

3.6 Membership Dues

Annual membership dues will be as determined by the Board. In the absence of a Board resolution to determine membership dues in a given year, the annual membership dues from the previous year are deemed to continue until changed by Board resolution. Each household is subject to one (1) annual membership due, or as may be determined by the Board.

3.7 Standing of Members

All Members are deemed to be in good standing except:

a Member who is suspended or is otherwise subject to discipline (including, at the discretion of the Board, an ongoing investigation) for breaching his or her obligations as a Member; and
a Member that has failed to pay the annual membership dues when due and owing, and such Member is not in good standing so long as the debt remains unpaid.

3.8 Compliance with By-laws and Policies

Every Member will, at all times:

comply with the articles, By-laws and the Board policies of the Corporation adopted by the Directors from time to time;
further and not hinder the aims and purposes of the Corporation.

3.9 Discipline of Member

The Board or the Members may pass a resolution authorizing disciplinary action or the termination of Membership for violating the By-laws, Board policies, and any other reasons calling for discipline at the discretion of the Board.

The Board must provide 15 days’ written notice to a Member before passing the above-mentioned resolution. The notice will set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice is entitled to give the Board an oral and a written submission addressing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the submission of the Member before making a final decision regarding disciplinary action or termination of membership.

3.10 Cessation of Membership

A person will cease to be a Member:

upon the date which is the later of the date of receipt of his or her resignation in writing to the Board and the effective date of the resignation stated thereon; or
upon the date which is 30 days after the expiry of his or her term of membership; or
upon the termination of his or her membership;
upon his or her death, unless there is a surviving Member in the Household.

3.11 Membership not Transferable

A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated.

Section 4 – Members’ Meetings

4.1 Annual Meeting

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board.

The business transacted at the annual meeting shall include:

receipt of the agenda;
receipt of the minutes of the previous annual and subsequent special meetings, if any;
consideration of the financial statements;
report of the auditor or person who has been appointed to conduct a review engagement, if any;
reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year, if not waived;
election of Directors; and
such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for the annual meeting unless a Member’s proposal has been given to the Board prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

4.2 Special Meetings

The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than ten (10) percent of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.

4.3 Notice

Subject to the Act, not less than 10 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement, if any. 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. Notice of each meeting must remind the Member of the right to vote by proxy.

4.4 Quorum

A quorum at any meeting of the members shall be ten (10) percent of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

4.5 Chair of the Meeting

The Chair shall be the chair of the Members’ meeting. In the Chair’s absence at any Members’ meeting , the Members present and entitled to vote shall choose another Director as chair. 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.

4.6 Entitlement to Vote

Each Household with a membership in good standing on the date of the meeting of Members is entitled to one (1) vote.

4.7 Voting of Members

At any meeting of members every question shall, unless otherwise provided by the articles or By-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the Chair of the meeting in addition to an original vote shall have a second or casting vote.

4.8 Meeting Held Entirely by Electronic Means

If the Directors or Members of the Corporation call a meeting of members pursuant to the Act, those Directors or Members, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by Electronic Means.

4.9 Electronic Participation

If the Corporation chooses to make available Electronic Means, any person entitled to attend such meeting may participate in the meeting by Electronic Means. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this By-law, any person participating in a meeting of Members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by Electronic Means that the Corporation has made available for that purpose.

4.10 Persons Entitled to be Present

The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation or the person who has been appointed to conduct a review engagement, if any, and others who are entitled or required under any provision of the Act or the articles 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.

4.11 Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 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.

Section 5 – Directors

5.1 Composition of the Board

The Board will be composed of no fewer than three (3) and no more than nine (9) Directors.

5.2 Eligibility

A person must be a Member to be elected or appointed as a Director.

5.3 Election and Term

The Directors shall be elected by the Members. The term of office of the Directors shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed.

5.4 Vacancies

The office of a Director shall be vacated immediately:

if the Director dies;
if the Director becomes bankrupt;
if the Director is found to be incapable by a court in Canada or elsewhere; or
if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.

A Director may resign by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later.

A Director will be deemed having resigned as a result of being absent from three (3) consecutive Director’s meetings without a valid excuse being provided to the Board prior to each meeting.

5.5 Filling Vacancies

A vacancy on the Board shall be filled as follows:

a quorum of Directors may fill a vacancy among the Directors;
if there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting, the meeting may be called by any Member;
if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by a majority vote and any Director elected to fill the vacancy shall hold office for the remainder of the removed Director’s term; and
the Board may fill any other vacancy by a majority vote, and the appointee shall hold office for the remainder of the unexpired portion of the term of the vacating Director. After that, the appointee shall be eligible to be elected as a Director.

5.6 Committees

Committees may be established by the Board as follows:

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

5.7 Executive Committee

The day to day affairs of the Corporation shall be governed by an Executive Committee consisting of the Officers of the Corporation, the immediate past president if available, and such other Directors as the Board may from time to time appoint for the purpose. The expenditure initiation authority of the Executive Committee for unbudgeted items, in the absence of a decision of the Board of Directors, is limited to $500. Any exercise of such authority must be recorded and reported at the subsequent meeting of the Board. Such approvals may be granted by electronic mail.

5.8 Nominating Committee

The Board may by resolution establish a Nominating Committee composed of a minimum of three (3) persons, not excluding Members who are seeking office themselves. The Nominating Committee will accept nominations from the Members. A Member may nominate a maximum of two (2) candidates for election as Director. When a Nominating Committee has been established, nominations will not be taken from the floor. The Nominating Committee will propose a slate of candidates to the Board in advance of the annual meeting.

5.9 Remuneration of Directors

No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

Section 6 – Officers

6.1 Appointment

The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. 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 also 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.

6.2 Vacancies

The Board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

the officer’s successor being appointed,
the officer’s resignation,
such officer ceasing to be a director (if a necessary qualification of appointment) or
such officer’s death.

If the office of any officer of the Corporation shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

6.3 Duties

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.

6.4 Duties of the Chair

The Chair of the board, if one is appointed, shall preside at all meetings of the Board of Directors and of the Members. The Chair shall have such other duties and powers as the board may specify.

6.5 Duties of the President

If appointed, the president shall serve as the Chair of the Board unless otherwise occupied. The president shall be responsible for the general management and supervision of the affairs and operations of the Corporation, and such other duties as may be required by law or as the Board may determine from time to time.

6.6 Duties of the Vice-President

If appointed, the vice-president shall perform the duties of the President when the President is absent or unable to perform his or her duties.

6.7 Duties of the Treasurer

If appointed, the treasurer shall manage the financial affairs of the Corporation, in addition to such powers as duties as the Board may specify.

6.8 Duties of the Secretary

If appointed, the secretary shall attend and be the secretary of all meetings of the Board, Members and committees of the Board. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation; and such other duties as may be required by law or as the Board may determine from time to time.

Section 7 – Board Meetings

7.1 Calling of Meetings

Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place.

7.2 Regular Meetings

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.

7.3 Notice

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in this By-law to every Director of the Corporation not less than two (2) days before the date that the meeting is to be held. 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 Corporation.

7.4 Quorum

A majority of the Board of Directors shall form a quorum for the transaction of business.

7.5 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.

7.6 Voting

Each Director has one 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 vote or casting vote.

7.7 Meeting Held Entirely by Electronic Means

If a meeting of the Board is called pursuant to the Act, the Directors may determine that the meeting shall be held entirely by Electronic Means.

7.8 Electronic Participation

If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by Electronic Means. A Director participating by such means is deemed to be present at that meeting.

Section 8 – Notices

8.1 Services

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 shall be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

8.2 Computation of Time

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

8.3 Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.

Section 9 – Financial

9.1 Banking Arrangements

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping. The banking business or any part of it shall be transacted by an Officer or Officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize.

9.2 Financial Year

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

Section 10 – Amendment of By-laws

The Members may from time to time amend this By-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this By-law other than a provision respecting the transfer of a Membership or to change the method of voting by Members not in attendance at a meeting of Members.

Section 11 – Protection of Directors and Others

No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation 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:

complied with the Act and the Corporation’s articles and By-laws; and
exercised their powers and discharged their duties in accordance with the Act.

Section 12 – Conflict of Interest

Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board, the affected person shall:

fully disclose the nature of the interest and
withdraw from discussion, lobbying, and voting on the matter.

Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ENACTED by the Directors as a By-Law of the Stonebridge Community Association Inc. on the 22 day of May, 2019.

CONFIRMED by the Members in accordance with the Ontario Corporations Act on the 19 day of November, 2020.