BY-LAWS OF THE STONEBRIDGE COMMUNITY ASSOCIATION

BY THE BOARD OF DIRECTORS OF THE STONEBRIDGE COMMUNITY ASSOCIATION. STONEBRIDGE COMMUNITY ASSOCIATION BY-LAW NO. 1

A by-law relating generally to the transaction of the affairs of the Stonebridge Community Association. BE IT ENACTED as a by-law of the Stonebridge Community Association (“SCA” or “the Association”). As follows:

1. DEFINITIONS

As used in this by-law, the following words and phrases shall have the following meaning:

a) Stonebridge: is the area surrounded by bolded borders in the map presented in Appendix I.
b) Member: A Member means a person who is a resident of Stonebridge and who is not in default of payment of membership fees.
c) Person: Person means an individual, partnership, unincorporated association, organization, syndicate, corporation, trustee or other legal or personal representative.
d) Resident of Stonebridge: Resident of Stonebridge means a Person who lives in Stonebridge and/or a person who operates on a full-time basis, a municipally licensed business establishment in Stonebridge and/or a person who owns real property in Stonebridge. Residents of the area referred to in 1(a) above and presented in Appendix I are deemed to reside in Stonebridge upon the payment of Association membership fees.
e) Member in Good Standing: A Member in Good Standing shall be a Resident of Stonebridge who is admitted as a Member of the Association, is a Member for a period of at least three (3) months from the date of such admission and is not in default of payment of dues or fees.

2. MEMBERSHIP

a) A Member in good standing will not be in default of payment of membership fees.
b) Any Member may resign by giving notice in writing to the President of the Association.
c) The Board of Directors may suspend or terminate the membership of any Member or member of the Board of Directors of the Association for violation of any provision of the Constitution or By-laws of the Association.

3. OBJECTIVES OF THE ASSOCIATION

The objectives of the Association are to promote the quality of life in the community so that Stonebridge is a pleasant, fulfilling and meaningful place in which to live, by:

a) Promoting and protecting the interests of the community with respect to the planning and future development of Stonebridge and its environs, and promoting and protecting the safety of Residents of Stonebridge;
b) Ensuring, through its representatives, that the community’s interests are communicated effectively to public and other agencies whose activities may be of concern to the community;
c) Keeping the community informed about available activities and opportunities that may be of benefit to, or affect, the Residents of Stonebridge, and initiating new programs and policies that benefit the community;
d) To conduct such social, educational and recreation programs as shall be deemed desirable from time to time;
e) To protect the natural beauty and foliage of Stonebridge and immediate surrounding areas and to devise or promote programs that enhance such natural beauty and foliage. This will be the mandate of the environment and parks and recreation portfolios.

4. BOARD OF DIRECTORS

The affairs of the Association shall be managed by a Board comprising a minimum of 10 Directors and a maximum of 16 Directors, each of whom shall be a Member of the Association in good standing for a period of at least three (3) months prior to the date of his/her appointment and shall remain a Member of the Association in good standing throughout his/her approved term of office. Each Director shall be elected by a majority of the Board of Directors to hold office until the earlier of the date that the Director resigns his/her position, until his/her successors shall have been duly elected and qualified, or until the Director is removed by the Members. The election shall be by a show of hands by a simple majority of the Members present at a general meeting.

5. REMOVAL OF A DIRECTOR BY THE MEMBERS

The Members of the Association may, by resolution passed by at least two-thirds of the votes cast at a general meeting, of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office and may, by a majority of the votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term. No Board Member shall be removed from office pursuant to this clause without an opportunity to be heard.

6. REMOVAL OF A DIRECTOR BY THE BOARD OF DIRECTORS

A Director of the Board may be removed or disqualified from office, by a two-thirds majority vote of the Board of Directors before the expiration of his/her term of office for any of the following reasons:

a) as a result of being absent from three (3) consecutive Directors’ meetings without valid excuse being given to the President or Vice-President prior to each meeting;
b) as a result of not fulfilling, in the opinion of a majority of Board Members, his/her functions to which he/she has been assigned by the Board of Directors;
c) as a result of conduct unbecoming of a member of the Board. Such conduct may be assessed as being unbecoming by a vote of the Board of Directors.
No Board member shall be removed from office pursuant to any of these provisions without an opportunity to be heard.

7. REMOVAL OF A DIRECTOR BY THE BOARD OF DIRECTORS

Any Director who submits their written resignation to the President or the Secretary of the Board of Directors will cease to hold office with the Board of Directors. Such resignation will be in effect from the time and date of receipt.

8. VACANCIES, BOARD OF DIRECTORS

Vacancies of the Board of Directors, however caused, may, so long as a quorum of Directors remains in office, will be filled by the Directors from among the qualified Members of the Association, if they see fit to do so. However, if there is not a quorum of Directors, the remaining Directors shall seek additional Directors by advertising open Director Positions or soliciting additional Directors at the next Annual Meeting of Members.

9. QUORUM AND MEETINGS, BOARD OF DIRECTORS

A majority of the Directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors shall hold meetings at such place or places as it may from time to time determine. No formal notice of any such meetings shall be necessary if all Directors are resent, or if those absent have signed their consent to the meeting being held in their absence. Directors’ meetings may be called formally by the President or Vice-President, or by the Secretary on the direction of the President or Vice-President, or by the Secretary on the direction of two Directors. Notice of such meetings shall be delivered to each Director not less than five (5) days before the meeting is to take place or shall be mailed to each Director not less than five (5) days before the meeting is to take place. Delivery of the notice of a meeting by electronic mail shall replace regular mail as a form of communication. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence for the giving of such notice.

The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings, no notice need be sent. If a meeting date is appointed at a Board meeting, no notice need be sent to the Directors present at the Board meeting. However, notice must be sent to the Directors absent from the meeting unless the meeting is a regular meeting date so appointed by the Board. A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Association. The Directors may consider or transact any business, either special or general, at any meeting of the Board.

10. ERRORS IN NOTICE, BOARD OF DIRECTORS

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

11. VOTING, BOARD OF DIRECTORS

Questions arising at any meeting of Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chairperson shall have the deciding vote. All votes at such meeting shall be taken by ballot if so demanded by any Director present. However, the vote shall be taken in the usual way by assent or dissent if no demand for a ballot is made. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President, the Chairperson’s duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for that purpose. Questions arising outside of any meeting of the Board of Directors may be decided by a majority of votes through electronic mail if it is determined that the decision cannot be postponed until the next regularly scheduled meeting of the Board of Directors. In the case of an equality of votes over electronic mail, the President shall have the deciding vote. If the President’s office is vacant at the time the vote is taken, the Vice-President will have the same powers as the President for the purpose of deciding votes.

12. POWERS

The Directors of the Association may, on a majority vote of the Board, administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and all such acts and things as the Association is allowed to do by its Charter or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, land, buildings or other property, moveable or immovable, real or personal, or any right or interest therein owned by the Association, for such consideration upon such terms and conditions as they deemed advisable. With regard to acquiring shares, stocks, rights, warrants, options and other securities, the Directors must do so within acceptable risk management guidelines and shall not expose the Association to undue risk.

13. EXECUTIVE COMMITTEE

The day to day affairs of the Association shall be governed by an Executive Committee consisting of the Officers of the Association, the immediate Past President of the Association (should the immediate Past President retain a seat on the Board of Directors for a specified term) 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.

14. SUB-COMMITTEES
The Board of Directors may, by resolution, establish sub-committees with such mandates and functions and funding as the Board may determine from time to time. Each sub-committee shall appoint at least one (1) Chairperson. The spending authority of the sub-committee Chairpersons is limited to the budgeted mandates, as approved by the Board from time to time.

15. OFFICERS OF ASSOCIATION

There shall be a President, Vice-President, a Secretary and a Treasurer, or in lieu of a Secretary and Treasurer, a Secretary Treasurer and such other Officers as may hold more than one office except the offices of President and Vice-President. All Officers of the Association, including the offices of President and Vice-President, shall be elected by a simple majority of the Members at a general meeting. If any of these offices becomes vacant prior to a general meeting, the other Directors of the Board may appoint another Director to hold one or more of these positions on an interim basis until the Members can be assembled at the next general meeting. All Officers must be Members of the Association.

16. DUTIES OF PRESIDENT AND VICE-PRESIDENT

The President shall, when present, preside at all meetings of the Members of the Association, the Board of Directors and the Executive Committee. The President shall also be charged with the general management and supervision of the affairs and operations of the Association. The President, with the Secretary or other Officers appointed by the Board for such purposes, shall sign all by-laws. During the absence or inability of the President, his/her duties and powers may be exercised by the Vice-President, and if the Vice-President or such other Director as the Board may from time to time appoint for such purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

17. DUTIES OF SECRETARY

The Secretary shall be ex-officio Clerk of the Board of Directors. He/she shall ensure that a record of all facts and minutes of all proceedings in the books kept for that purpose. He/she shall give all notices required to be given to Members and to Directors. He/she shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts or other documents belonging to the Association which he/she shall deliver up only when authorized by resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he/she shall perform such duties as may from time to time be determined by the Board of Directors.

18. DUTIES OF TREASURER

The Treasurer, or person performing the usual duties of a Treasurer, shall ensure that a full and accurate account of all receipts and disbursements of the Association is kept in proper books of account and shall ensure the deposit of all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may, from time to time, be designated by the Board of Directors. He/she shall disburse the funds of the Association under the Direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof, or whenever required of him/her, an account of all his/her transactions as Treasurer, and of the financial position of the Association. He/she shall also perform such other duties as may from time to time be determined by the Board of Directors.

19. DUTIES OF OTHER OFFICERS

The duties of all other Officers of the Association shall be such as the terms of their engagement call for or the Board of Directors require of them.

20. EXECUTION OF DOCUMENTS

Deeds, transfers, licenses, contracts, agreements or engagements on behalf of the Association shall be signed by either the President or Vice-President and by the Secretary; the Secretary shall fix the seal of the corporation to such instruments as require the same. Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President, Vice-President, Secretary or by any other person authorized by the Board. Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons whom, any particular instrument, contract or obligations of the Association may or shall be executed.

21. MEMBERSHIP

The Membership shall consist of such persons, being residents of Stonebridge, as are admitted as Members of the Association. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the Members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy. Inclusion of a Member’s name on an approved membership list, as maintained by the Director of Memberships or another approved member of the Board of Directors, is evidence of payment of a Member’s annual membership fee, and shall be valid proof of membership. Members in good standing may resign by resignation in writing, which shall be effective upon acceptance thereof by the Board of Directors.

In case of resignation, a Member shall remain liable for payment of any Assessment or sum levied or which became payable by him/her to the Association prior to the acceptance of his/her resignation. Membership in the Association is non-transferable and lapses and ceases to exist on the death of a Member. Membership shall also lapse automatically upon non-payment of dues, fees, annual membership fees and any special fees, dues or assessments filed by the Board of Directors. Payment of the amount of any outstanding and unpaid dues, fees or assessments shall entitle a Member to be re-admitted as a Member of the Association.

22. DUES

Dues or fees shall be payable by Members in such amount or amounts and at such time or times as shall be determined by the Board of Directors. Payment of such dues and fees shall entitle a Resident to become a Member in good standing as provided for in these by-laws and to vote on all questions arising at meeting of Members.

23. ANNUAL AND OTHER MEETINGS OF MEMBERS

The annual or any other general meeting of the Members shall be held at a place in the City of Ottawa that the Board of Directors may determine and on such day as the said Directors shall appoint. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement, and the report of the auditors/accountants, if applicable, shall be presented and auditors/accountants appointed for the ensuing year, if applicable. The Members may consider and transact any business, either special or general, without any notice thereof at any meeting of the Members, The Board of Directors, with the President or Vice-President, shall have the power to call at any time a general meeting of the Members of the Association. A public notice, including the time, date and location, of an annual meeting shall be placed in the Association’s monthly newsletter or other appropriate publication at least twenty-five (25) days prior to the holding of any such meeting. No public notice or advertisement of Members’ general meetings shall be required but notice of the time and place of every such meeting shall be delivered to every Member in good standing at least ten (10) days before the time fixed for the holding of such meeting; provided that any meetings of Members may be held at any time and place without such notice if all the Members of the Association are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the Association at annual or general meetings may transact.

24. ERROR OR OMISSION IN NOTICE

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any Member may, at any time, waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of any Member, Director or Officer shall be his/her last address recorded on the books of the Association.

25. QUORUM OF MEMBERS

A quorum for the transaction of business at any annual or general meeting of Members shall consist of not less than twenty (20) Members in good standing of the Association.

26. VOTING OF MEMBERS

Each Member in good standing of the Association may vote by proxy, being entitled to one vote on each question arising at a special or general meeting of Members. Such proxy need not himself/herself be a member, but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. At all meetings of Members, every question shall be decided by a majority of votes of the Members in good standing present in person or represented by Proxy unless otherwise required by the by-laws of the Association, or by law. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any Member in good standing. Upon show of hands, every Member having voting rights shall have one (1) vote, and unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or not carried, and an entry to that effect in the minutes of the Association, shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution.

The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a majority of votes taken by the Members in good standing present or by proxy, and such poll shall be taken in such manner as the Chairman shall direct, and the results of such poll shall be deemed the decision of the Association in a general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or a poll, the Chairman shall be entitled to a second casting vote.

27. RULES OF PROCEDURE

Unless otherwise specified in these by-laws, the rules contained in Robert’s Rules of Order shall govern the business of the Association.

28. FINANCIAL YEAR
Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 31st day of December in each year.

29. FINANCIAL ADMINISTRATION

All cheques or bills of exchange payable to the Association shall be signed by the Treasurer or other Officer duly authorized in his/her behalf, and all cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by any two of the President, Vice-President, Treasurer or Accountant of the Association, where applicable, or in such manner as shall from time to time be determined by resolution of the Board of Directors and any two of such Officers or agents may endorse notes and drafts for collection on account of the Association through its bankers and endorse notes and cheques for deposit with the Association’s bankers for the credit of the Association. Any one of such Officers or agents so appointed may arrange, sign, balance and certify all books and accounts between the Association and the Association’s bankers and may receive all paid cheques and vouchers and sign all of the Bank’s forms or settlement of balances and release or verification slips.

All expenditures of the Association shall be authorized by the Executive Committee except that in exceptional circumstances, expenditures may be authorized by the signing Officers who shall report such circumstances no later than the first meeting of the Executive Committee after the authorization of such expenditures. Auditing may be performed by a Committee of the Association Members upon request of one or more Members in good standing. None of those Members of the Committee of the Association Members shall be Executive Committee members.

30. POLITICAL STATUS

The Association shall not endorse or otherwise support the candidature of any person with respect to any municipal, provincial or federal political office.

31. NOTICE

Any notice (which term includes any communication or document), to be given, sent, delivered or served pursuant to the Letters Patent, the by-laws or otherwise to a Member, Director, Officer or auditor, where applicable, shall be given sufficiently if delivered personally, to whom it is to be given or, if delivered, to his/her recorded address, if delivered to him/her at his/her recorded address. A notice so delivered shall be deemed to have been given whether it is delivered personally or at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication agency or company or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer or auditor, if applicable, in accordance with any information believed by him/her to be reliable.

32. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Every Director, Officer or employee of the Association or any other person who has undertaken, or is about to undertake, any duties or perform any act or deed for or on behalf of the Association, or other person or entity associated with or controlled by it, and their heirs, executors, assigns and administrators and their estates and their effects, respectively (the “indemnified”), shall from time to time be indemnified and saved harmless out of the funds of the Association from and against:

a) subject to sub-paragraph (b) below, all costs, charges and expenses, whatsoever, which such indemnified sustains or incurs in or about any action, suit or proceeding which is brought, or which is threatened to be brought, commenced or prosecuted against such indemnified in respect of any act, deed, matter or thing whatsoever made, Association or any company or other person or entity associated with or controlled by the Association; and
b) all other costs, charges and expenses that the indemnified incurs or sustains in or about, or in relation to, the matters giving rise to the claim for indemnity, except such costs, charges and expenses as are occasioned by the wilful misconduct, wilful neglect or wilful default of the indemnified.
No Director or Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee, or for joining in any receipt or other acts for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insufficiency or tortuous acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any loss, damage or misfortune that shall happen in the execution of the duties of his/her office or in relation thereto, unless the same are occasioned by his/her wilful neglect or wilful default, provided that nothing herein shall relieve any Director or Officer of any liability imposed upon him/her by the Act.

33. CONFLICT OF INTEREST

Where a Member of the Executive Committee, of the Board, or of a sub-committee of the Board, either on his or her own behalf or while acting for or through another, has a pecuniary interest, direct or indirect, in any matter and is present at a meeting of the Committee, sub-committee or Board, at which the matter is the subject of consideration, the Member:

a) shall, prior to any consideration of the matter at the meeting, disclose the interest and the general nature thereof;
b) shall not take part in the discussion of or vote on any question in respect of the matter; and
c) shall not attempt in any way whether before, during or after the meeting to influence the voting on any such question.

For the purposes of this section, the pecuniary interest, direct or indirect, of a parent or the spouse or any child of the Member shall, if known to the Member, be deemed to be also the pecuniary interest of the Member.

34. AMENDMENT OF BY-LAWS

These by-laws may be amended by a two-thirds majority vote of the Board of Directors, provided that the proposed amendment was submitted in writing at the previous Board meeting. Any such modifications are subject to ratification by a simple majority at the next subsequent Annual Meeting of the Association.

35. PRIVACY

The Stonebridge Community Association is committed to the right to privacy of its Members and residents of the Stonebridge community, in general. As an organization, the Stonebridge Community Association recognizes the need for appropriate protection and management of any personally identifiable information provided to the Association or to its Directors and Officers. The Stonebridge Community Association will take all reasonable precautions to preserve and protect the confidentiality, integrity and security of all and any personal information supplied to the Association. Any information and data provided by registered Members of the Association will be used only for Association business purposes and will not be disclosed to any party external to the Association for any other purpose.

LAST UPDATED: Sunday, March 31, 2013 at 12:00pm