Constitution
PROVINCE OF ONTARIO
BY THE HONOURABLE J O H N Y A R E M K O
PROVINCIAL SECRETARY AND MINISTER OF CITIZENSHIP
TO ALL TO WHOM THESE PRESENTS SHALL COME
GREETING
WHEREAS The corporations Act provides that with the exceptions therein mentioned the Lieutenant Governor may in his discretion, by Letters Patent issue a Charter to any number of persons, not fewer than three, of twenty-one or more years of age, who apply therefore, constituting them and any others who become shareholders or members of the corporation thereby created a corporation for any of the objects to which the authority of the Legislature extends;
AND WHEREAS by the said Act it is further provided that the Provincial Secretary may in his discretion and under the Seal of his office have, use, exercise and enjoy any power, right or authority conferred by the said Act on the Lieutenant Governor;
AND WHEREAS by their Application in that behalf the persons herein named have applied for the issue of a Charter constituting them a corporation for the due carrying out of the undertaking hereinafter set forth;
AND WHEREAS it has been made to appear that the said persons have complied with the conditions precedent to the issue of the desired Charter and that the said undertaking is within the scope of the said Act;
AND WHEREAS by The Department of the Provincial Secretary and Citizenship Act, 1960-61 it is provided that the Provincial Secretary and Minister of Citizenship may exercise the powers that were conferred on the Provincial Secretary at the time the said Act came into force;
NOW THEREFORE KNOW YE that under the authority of the hereinbefore in part recited Acts I DO BY THESE LETTERS PATENT issue a Charter to the Persons hereinafter named that is to say: Harold Herbert Wright, Manufacturer, and William Ernest Norton, Accountant, both of the Town of Huntsville, in the District of Muskoka and Province of Ontario and Edward Gilmor Donnelly, of the City of Toronto, in the County of York and Province of Ontario, Quality Assurance Man; constituting them and any others who become members of the Corporation hereby created a corporation without share capital under the name of
LAKE WASEOSA RATEPAYERS' ASSOCIATION
for the following objects, that is to say:
(a) to advance the cultural and social interests of the of the summer, permanent, and back-lot residents located on and near Lakes Waseosa, Ripple, Palette and Jessop in the former Township of Chaffey, in the Town of Huntsville, in the said District of Muskoka and vicinity;
(b) TO promote the interests of persons owning property in the said area and to advance any plans for the advantage of the said vicinity; and
(c) TO promote aquatic and other social and physical activities among the younger people of the said vicinity;
PROVIDED, however, that the Corporation shall not maintain a clubhouse or similar premises;
THE HEAD OFFICE of the Corporation to be situate at the said Town of Huntsville; and
THE FIRST DIRECTORS of the Corporation to be Harold Herbert Wright, Edward Gilmore Donnelly and William Ernest Norton hereinbefore mentioned;
AND IT IS HEREBY ORDAINED AND DECLARED that the Corporation shall be carried on without the purpose of gain for it's members and any profits or other accretions to the Corporation shall be used in promoting its objects;
AND IT IS HEREBY FURTHER ORDAINED AND DECLARED that the Corporation is prohibited from occupying and using a house, room or place as a club which, except for the provisions of the Criminal Code (Canada), would be a common gaming house within the meaning of the said Criminal Code; and if it is made to appear to the satisfaction of the Provincial Secretary that the Corporation purports so to use a house, room or place, these Letters Patent may be cancelled by and in the discretion of the Lieutenant Governor;
AND IT IS HEREBY FURTHER ORDAINED AND DECLARED that if it is made to appear to the satisfaction of the Provincial Secretary that the premises occupied by the Corporation are equipped, guarded or otherwise constructed or operated so as to hinder or prevent lawful access to and inspection of such premises by police or fire officers or are found fitted or provided with any means or contrivance for playing any game of chance or any mixed game of chance and skill, gaming or betting or with any device for concealing, removing or destroying such means or contrivance, these Letters patent may be cancelled by and in the discretion of the Lieutenant Governor.
GIVEN under my hand and Seal of office at the City of
Toronto in the said Province of Ontario this sixth day of
December in the year of Our Lord one thousand nine hundred
and sixty-three.
John Yaremko
Provincial Secretary and
Minister of Citizenship
RESOLUTION OF THE BOARD OF DIRECTORS
OF LAKE WASEOSA RATEPAYERS' ASSOCIATION
RESOLVED that the following persons be and the same are hereby elected or appointed officers of the Company to hold office during the pleasure of the Board, namely:
Harold Herbert Wright - President
Edward Gilmore Donnelly
William Ernest Norton
PROCEDURE FOR CHANGING THE NUMBER OF DIRECTORS OF
ONTARIO CORPORATIONS BY SPECIAL RESOLUTION
The Corporations Act provides that the board of directors of a corporation shall consist of a fixed number of directors not fewer than three. Such fixed number of directors is determined by the letters patent at the time of incorporation, being the number of first directors set forth in the letters patent.
Under the provisions of section 3l5 of The Corporations Act a corporation may by special resolution increase or decrease the number of directors.
"Special resolution" means a resolution passed by the directors and confirmed with or without variation by at least two-thirds of the votes cast at a general meeting of the shareholders or members of the corporation duly called for that purpose, or, in lieu of such confirmation by the consent in writing of all the shareholders or members entitled to vote at such meeting.
Notice of such special resolution, signed manually by an officer or a director, must be
(1) filed with the Companies Branch, Department of Financial and Commercial Affairs, and
(2) published in the Ontario Gazette,
by the corporation within fourteen days after the resolution has been confirmed by the shareholders or members.
In accordance with the foregoing the Government of Ontario was notified as follows
Companies Branch
Department of Financial and Commercial Affairs
555 Yonge Street
Toronto 284, Ontario
Notice is hereby given that the number of directors of the Lake Waseosa Ratepayers Association was increased from three to five by a special resolution which was confirmed by the members of the corporation on the 22nd day of July 1972.
Dated this 27th day of July 1972.
V.0. Ball
President
Lake Waseosa Ratepayers Association
BY-LAW NO. 1
A BY-LAW GENERALLY RELATIING TO THE TRANSACTION
OF THE AFFAIRS OF LAKE WASEOSA RATEPAYERS'
ASSOCIATION
BE IT ENACTED as a by-law of LAKE WASEOSA
RATEPAYERS' ASSOCIATION as follows;
HEAD OFFICE
1. The Head Office of the Corporation shall be in
the Town of Huntsville in the District of Muskoka and
Province of Ontario and at such place therein as the
Directors may from time to time determine.
SEAL
2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of a minimum of five (5) up to a maximum of eight (8) directors, each of whom at the time of his election or within 10 days thereafter and throughout his term of office, shall be a member of the Corporation. Each director shall be elected to hold office until the second annual meeting after he was elected or until his successor has been duly elected and qualified. Each Director shall be retired after his term of two years is completed, but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Corporation 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 term of office, and may, by a majority of the votes cast at that meeting elect any person in his stead for the remainder of his term.
VACANCIES, BOARD OF DIRECTORS
4. Vacancies on the Board of Directors, however caused, may so long as a quorum of directors remain in office, be filled by the Directors from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
5. A majority of the Directors, exclusive of vacancies but in no case less than three, shall form a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Director's meetings may be formally called by the President or Vice-President or by the Secretary on direction of the President or Vice-President, or by the Secretary on direction in writing of two directors. Notice of such meeting shall be communicated in accordance with Article 27 to each director not less than one week before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of 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 meeting no notice need be sent. A Directors' meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The Directors may consider or transact special business without notice providing a quorum is present.
ERRORS IN NOTICES BOARD OF DIRECTORS
6. 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.
VOTING, BOARD OF DIRECTORS
7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall he taken by ballot if so demanded by any director present, but if no demand be made, the votes shall he taken in the usual way by assent or dissent. A Declaration by the Chairman 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 his duties may he performed by the Vice-President or such other director as the Board may from time to time appoint for that purpose.
POWERS
8. The directors of the Corporation 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.
Without in any way limiting 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, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
9. The directors shall receive no remuneration for acting as such but shall be reimbursed for approved expenses.
OFFICERS OF CORPORATION
10. There shall be a President, a Vice-President, a Secretary and a Treasurer and/or in lieu of a Secretary and Treasurer, a Secretary-Treasurer and such other officers as the Board of Directors may determine by by-law from time to time. One person may hold more than one office except the officers of President and Vice-President. The President and Vice-President shall be elected by the Board of Directors from among their number at the first annual meeting of the Board after the election of directors, provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected. The other officers of the Corporation need not be members of the Board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board.
DUTIES OF PRESIDENT AND VICE_PRESIDENT
11. The President shall, when, present, preside at all meetings of the members of the Corporation and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President and the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws. During the absence or inability of the President, his 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 the purpose exercise any such duty or power, the absence or inability of the President shall be presumed with reference thereto.
DUTIES OF THE SECRETARY
12. The Secretary shall be ex officio clerk of the Board of Directors. He shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to Directors. He shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he shall deliver up only when authorized by a Resolution for the Board of Directors to do so and to such person or persons as may be named in the Resolution, and he shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
13. The Treasurer or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation under the direction of the Board of Directors taking proper vouchers therefor and shall render to the Board of Directors, at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall also perform all such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF THE OTHER OFFICERS
14. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.
EXECUTION OF DOCUMENTS
15. Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or by any person authorized by the Board.
The President, Vice-President, the Directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the Board of Directors -may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary, contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the persons by whom any particular instrument, contract or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
16 The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
MEMBERSHIP
17. The membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and such portions, partnerships and other legal entities as are admitted as members by the Board of Directors.
Members 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 other sum levied or which became payable by him to the corporation prior to acceptance of his resignation.
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.
Each member shall promptly be informed by the Secretary of his admission as a member.
DUES
18. There shall be no dues or fees payable
by members except such, if any, as shall from time to time
be fixed by unanimous vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting.
Dues are payable in full by the commencement of the first general meeting of the fiscal year. If any are not paid the voice and vote of the member in default shall thereupon automatically be suspended until payment of all unpaid dues or fees.
ANNUAL AND OTHER MEETINGS OF MEMBERS
19. The annual or any other general meeting of the members shall be held at the Head Office of the Corporation or elsewhere in Ontario as the Board of Directors may determine and on such days 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 or the report of the auditors shall be presented and a board of Directors
elected. 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 or the President or Vice-President shall have power to call at any time, a general meeting of the members of the Corporation. No public notice nor advertisement of members' meetings annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice in accordance with Article 27, ten 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 Corporation are present thereat or represented by proxy duly appointed and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact.
ERROR OR OMISSION IN NOTICE
20. 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 Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of 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 last address recorded on the books of the Corporation.
ADJOURNMENTS
21. Any meetings of the Corporation or
of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
22. A quorum for the transaction of business at any meeting of members shall consist of not less than ten members present in person or represented by proxy; provided that in no case can any meeting be held unless there are eight members present in person.
VOTING OF MEMBERS
23. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote and he may vote by proxy. Such proxy need not himself be a member but before voting, shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he has paid all dues or fees, if any, then payable by him.
At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation or bylaw. Every question shall be decided in the first instance by a show of hands, unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote and unless a poll be 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 Corporation 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 be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the Corporation in 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 at a poll, the Chairman shall be entitled to a second or casting vote.
FINANCIAL YEAR
24. Unless otherwise ordered by the Board
of Directors, the fiscal year of the Corporation shall terminate on the 31st day of December in each year.
CHEQUES, ETC.
25. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporations' bankers for the credit of the Corporation, or the same may be entered "for collection" or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or. verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
26. The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or be confined to specific instances. The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event he liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
NOTICE
27. Whenever under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be communicated by hand, facsimile, e-mail, Postal or Courier service or other method of record addressed to the Director, Officer or member at his or their address or electronic address as the same appears on the books of the Corporation. A notice or other document so sentshall be held to be sent at the time when the same was issued. For the purpose of sending any notice the address of any member, director or officer shall be his last physical or electronic address as recorded on the books of the Corporation.
BORROWING
28. The directors may from time to time
(a) Borrow money on the credit of the Corporation, or
(b) issue, sell or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
INTERPRETATION
29. In these by-laws and in all other
by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number and the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
PASSED by the Board of Directors and
sealed with the Corporate Seal this day of A.D. l964.
AMENDED by the Board of Directors and sealed with the Corporate Seal this 3rd day of March, 2007
____________________________ ___________________________
President Secretary
SEAL