GENERAL BYLAWS OF THE CORPORATION
These bylaws were adopted by the administrators during a meeting of the Board held on April 26, 2000 and ratified during a meeting of the members of the Corporation held the same day, by a vote of more than two thirds of the members. These bylaws are designated as “Bylaw No. 1-2000” of the corporation.
1.1. DEFINITIONS AND INTERPRETATION. Unless there are specific provisions to the contrary or unless the context suggests otherwise, in these bylaws;
“constituting act” refers to the record of agreements, the letters patent, supplementary letters patent of the corporation, the regulations adopted pursuant to articles 21 and 87 of the Law and the requirements of article 32;
“administrators” refers to members of the Board;
“spouse” refers to two (2) persons who are married or two persons who live together or two (2) persons who have lived together as a married couple continuously for a period of at least twelve (12) months, or are the father and the mother of the same child.
“agent” refers to any administrator, officer, employee, trustee or any other representative having the authority to act in the name of the corporation.
“Law” refers to the Companies Act, L.R.Q. 1977, c. C-38 as amended by the Act modifying the Companies Act and other legislative arrangements, L.Q 1979, c. 31, the Act modifying the Companies Act and the Act concerning the notifications of companies and corporations, 1980, c. 28 and the Act concerning the Inspector general of financial institutions and modifying various legislative arrangements, 1982, c. 52 and all subsequent amendments;
“simple majority” refers to fifty percent plus one of votes cast at a meeting;
“officer” refers to the president of the corporation and as the case may be the vice-president, the secretary, the treasurer, the associate secretary or the associate treasurer.
“bylaws” refers to the present bylaws as well as to all other bylaws currently in force.
1.2. DEFINITIONS OF THE LAW. Subject to the above, the definitions foreseen in the law apply to the terms used in the bylaws.
1.3. RULES OF INTERPRETATION. Terms in the singular include the plural and vice-versa, those in the masculine include the feminine and vice-versa and those applying to physical persons extend to legal persons, namely corporations and all other groupings not constituted as a corporation.
1.4. DISCRETION. When the bylaws confer a discretionary power on the administrators, they may exercise this power as they see fit and at the time they consider appropriate in the best interests of the corporation.
1.5. ADOPTION OF BYLAWS. The administrators may adopt bylaws not contrary to the law or the constituting act of the corporation and may revoke, modify or bring into force all bylaws so adopted.
1.6. PRECEDENCE. In the case of contradiction between the law, the constituting act or the bylaws, the law takes precedence over the constituting act and the bylaws and the constituting act takes precedence over the bylaws. These bylaws are a translation from the French. In any case of difference, the French version takes precedence over the English.
1.7. TITLES. The titles used in the bylaws are only a point of reference and are not to be considered in the interpretation of the terms or in the application of the bylaws.
2. THE HEAD OFFICE
2.1. HEAD OFFICE. The head office of the corporation is located at 454, chemin Lac-Tremblant-Nord, Municipalité Lac-Tremblant Nord, Province of Quebec, Canada, J0T 1Z0.
3. THE SEAL OF THE CORPORATION
3.1. OPTIONAL NATURE OF THE SEAL. It is not required that the corporation should have a seal and in any case no document emanating from the corporation can be invalidated on the grounds that the seal is not affixed. The corporation may none the less have one or more seals.
3.2. FORM AND CONTENT. The administrators define the seal and define its form and content.
3.3. SAFEKEEPING AND USE. Should the occasion arise, the seal is kept in the head office of the corporation and only authorized persons may affix it to a document emanating from the corporation.
4. THE ADMINISTRATORS
4.1. COMPOSITION. The corporation is administered by a Board composed of seven (7) administrators including a president, a vice-president, a secretary, a treasurer and three (3) directors.
4.2. ELIGIBILITY. Excepting persons of less than eighteen (18) years of age, incarcerated prisoners, mentally deficient persons or an undischarged bankrupt, all physical persons may be a member of the board. Members of category “A” have the right to elect four (4) members of the Board of who two (2) must be members of the corporation. The members of category “B” have the right to elect one (1) member of the Board, the members of category “C” have the right to elect one (1) member of the Board and one (1) member is elected by the members of categories “A”, “B”, “C”, “D” and “E” together. The Board should at all times be composed of seven (7) administrators. If one category of members does not exercise its right to elect an administrator, the members of the other categories may elect the missing administrator.
4.3. PROVISIONAL ADMINISTRATORS. The persons who undertook the setting up of the corporation become the first administrators and remain in office until the first annual meeting of members.
4.4. ELECTION. Barring any contrary provisions in the constituting act, the administrators are elected by a simple majority of votes cast at the annual meeting of members of the corporation. Only the members of category “A” of the corporation may elect the administrators foreseen for this category, only the members of category “B” of the corporation may elect the administrator foreseen for this category and only the members of category “C” may elect the administrator foreseen for this category.
4.5. TERM OF OFFICE. Each administrator remains in office for two (2) years or until his successor is elected unless his term ends prematurely. The administrator whose term has expired is eligible for re-election.
4.6. RESIGNATION. An administrator may resign his position at any time by a registered letter or by courier. Such resignation takes effect from the date of the letter or any other later date indicated by the resigning administrator.
4.7. REMOVAL FROM OFFICE. Unless it is contrary to provisions of the constituting act, any administrator may be removed from office before the end of his term, with or without cause, by the members having the right to elect him attending a special general meeting called for this purpose by a resolution to this effect adopted by a simple majority. The administrator who is the subject of the resolution must be informed of the place, the date and the time of the meeting called for purposes of his removal from office with the notice foreseen by the Law for the calling of such a meeting. He may attend the meeting and may speak or, in the case of a written submission to be read by the Chair of the meeting, outline the reasons for his opposition to the resolution calling for his removal from office.
4.8. END OF TERM. The term of an administrator comes to an end because of death, resignation, removal from office or if he looses the qualifications required for office.
4.9. REPLACEMENT. Every administrator whose seat becomes vacant may be replaced by the Board by a resolution. The administrator named as replacement remains in office until the expiration of the term of his predecessor.
4.10. REMUNERATION. The Administrators receive no remuneration as a consequence of their office. However, the Board may adopt a resolution to reimburse the administrators for expenses incurred in the exercise of their duties; such a resolution must be specifically ratified by the members at the annual meeting of the corporation.
4.11. INDEMNITY. The corporation may by a resolution of the Board indemnify its agents, past and present, of all costs and expenses of whatever nature they to which they may be subject because of a suit, be it civil, criminal or administrative except in the case where they have made a grave error or engaged in fraudulent behaviour or been grossly negligent. To meet these obligations the corporation may subscribe to an insurance policy in favour of its agents.
4.12. CONFLICT OF INTEREST OR OF DUTY. Any administrator or agent, who enters into a contract or has an interest in a contract with the corporation on a personal basis or as a representative of another entity, must inform the Board of this. If he is present when a vote is taken concerning this contract he must abstain from voting.
5. THE POWERS OF THE ADMINISTRATORS
5.1 PRINCIPLE. The administrators exercise all the powers of the corporation except those expressly reserved for the members by the Law and these bylaws.
5.2 EXPENSES. The administrators may authorize expenditures intended to advance the objectives of the corporation. They may as well, by resolution, authorize one or more agents to hire employees and to fix their remuneration.
5.3 DONATIONS. The administrators may undertake all necessary measures to permit the corporation to solicit, to accept or to receive donations and bequests of all kinds with the intent to advance the objectives of the corporation.
6. MEETINGS OF THE BOARD
6.1 CALLING A MEETING. The president, the vice-president, the secretary or two (2) administrators may call a meeting of the Board. These meetings may be called by means of a notice sent by mail, by facsimile, by telegram or by messenger to the last known address of the administrators. If the corporation does not have on record the address of an administrator this notice may be sent to the address where in the judgement of the sender the notice is likely to reach the administrator as quickly as possible. The notice of the meeting must indicate the place, the date and the time of the meeting and be sent at least two full days before the date set for the meeting.
6.2 ANNUAL MEETING. Each year immediately following the annual general meeting of members of the corporation a meeting of the newly elected administrators, forming a quorum, will be held without a notice of meeting being required, for the purpose of electing or naming the officers or other agents of the corporation and to conduct such other business as the Board may see fit.
6.3 PLACE OF MEETING. The meetings of the Board are held at the Head Office of the corporation or if all the administrators agree at such other place as chosen by the Board.
6.4 QUORUM. The administrators may decide by resolution the quorum for Board meetings but until it is decided otherwise the quorum is fixed as the majority of the administrators. The quorum so decided must be present throughout the duration of the meeting.
6.5 VOTE. All administrators have the right to vote and all questions submitted to the Board must be decided by at least a simple majority of votes cast. Votes will be by show of hands unless the Chair or an administrator requests a secret ballot. If there is a secret ballot, the secretary of the meeting serves as scrutineer and counts the ballots. Proxy votes are not allowed at Board meetings. The Chair does not have an additional vote in case of a tie vote.
6.6 PARTICIPATION BY TELEPHONE. An administrator may, with the consent of all the other administrators of the corporation, take part in a meeting of the Board with the aid of means such as a telephone which will allow him to communicate with the other administrators taking part in the meeting. This administrator in such a case will be considered to have attended the meeting.
6.7 WAIVER. Any administrator may in writing, facsimile, telegram, cable or telex addressed to the head office of the corporation waive any notice of meeting of a meeting of the Board, any change in the notice or even the holding of the meeting. Such a waiver is valid if given before, during or after the meeting in question. His presence at the meeting will invalidate his waiver unless he attends specifically to oppose the holding of the meeting invoking amongst other things irregularities in its calling.
6.8 RESOLUTIONS IN LIEU OF MEETING. Written resolutions, signed by all the administrators empowered to vote during meetings of the Board or the Executive Committee, have the same value as if they had been adopted during one of these meetings. A copy of such resolution must be kept with the minutes of the Board or of the Executive Committee.
6.9 ADJOURNMENT. The Chair may, with the agreement of the administrators present at a Board meeting adjourn any meeting of administrators to a date and place which he determines without the necessity to give a new notice of meeting to the administrators. When the meeting reconvenes, the Board may legitimately deliberate in keeping with the manner intended at the time of the adjournment, provided that there is quorum. The administrators making up the quorum at the initial meeting need not make up the quorum at the time of reconvening the meeting. If there is not quorum at the time that the meeting reconvenes, the meeting is said to have ended with the previous meeting or adjournment may be declared.
7 OFFICERS AND OTHER AGENTS
7.1 NOMINATION OR ELECTION. The administrators elect from amongst themselves a president, a vice-president, a secretary and a treasurer of the corporation. As well the administrators may create other positions and name agents to them to represent the corporation and to carry out such other duties as they see fit.
7.2 QUALIFICATIONS. The president, the vice-president, the secretary and the treasurer are elected from amongst the members of the Board.
7.3 TERM OF OFFICE. The agents of the corporation remain in office until their successors are chosen by the Board, unless the administrators exercise their right to remove them from office before the end of their term.
7.4 RESIGNATION AND DISMISSAL. Any manager may resign by sending a letter of resignation to the head office of the corporation by mail or by messenger. The administrators may dismiss any agent of the corporation and elect or name his replacement. However, the dismissal of an agent must respect fully any employment contract between that agent and the corporation.
7.5 POWERS AND DUTIES. The administrators decide the powers of the officers and other agents of the corporation within the limits set by the constituting act. The administrators may delegate any of their powers to the officers and other agents except for those which they are obliged to exercise and those which require the approval of the members of the corporation. The officers and agents also have those powers which arise from the Law and from their functions. In the case of absence, incapacity, refusal or neglect to act or for any other reason which the administrators consider appropriate, the Board can delegate on an exceptional basis and for the time which it determines the powers of an officer or of a agent to any other officer or manager. 7
7.6 PRESIDENT. The president of the corporation is chosen from among the administrators. He chairs all of the meetings of the Board and of the members of the corporation. The president of the corporation is the chief executive officer, and reporting to the administrators he oversees, administers and directs generally the activities of the corporation. The president will as well exercise such other powers and functions as determined by the administrators.
7.7 VICE-PRESIDENT. The vice-president, or if there is more than one, the vice-presidents, exercise those powers and functions which from time to time the administrators or the president decide. In case of absence, incapacity, refusal or failure to act on the part of the president, the most senior of vice-presidents may exercise such powers and functions of the president as determined by the administrators.
7.8 TREASURER. The treasurer has the overall responsibility for the finances of the corporation. He must deposit money and other valuables of the corporation to its name and benefit in whatever bank or financial institution which the administrators designate. As often as is required he will report to the president or to the administrators on the financial situation of the corporation and on all the transactions which he has done in his capacity as treasurer. He must draw up, maintain and ensure the safe keeping of the books of accounts and adequate financial statements. He must allow authorized persons access to these accounts and statements. He must sign all contracts, documents or other texts requiring his signature, and discharge the duties and undertake the tasks conferred upon him by the administrators and which are inherent to his tasks. The assistant treasurers exercise the powers and undertake the tasks of treasurer which are delegated by the administrators or by the treasurer.
7.9 SECRETARY. The Secretary ensures the safekeeping of the documents and registers of the corporation. He serves as secretary at the meetings of the Board and at meetings of the members. He must give notice, or see that notice is given, of all meetings of the Board and of Board committees as may be the case and of all meetings of members. He must keep in a book dedicated to this, copies of the minutes of all meetings of the Board and its committees and of all meetings of the members. He must keep in a secure place the seal of the corporation when it exists. He is in charge of the archives of the corporation including the books containing the names and addresses of the administrators and the members of the corporation, copies of all reports made by the corporation and any other book or document that the administrators designate as being in his safe keeping. He is responsible to keep and to produce all books, reports, certificates and other documents that the corporation is legally bound to keep and to produce. He carries out the duties given to him by the president and the administrators. The assistant secretaries may have such authority and functions as are delegated to them by the administrators and the secretary.
8 THE EXECUTIVE COMMITTEE
8.1 NOMINATION AND DISMISSAL. The Board may choose from amongst its members an executive committee composed of three members. Those so named remain members of this committee as long as they are administrators. The executive committee may not have less than three members. The administrators may dismiss, with or without cause, any member of the executive committee.
8.2 VACANCIES. The Board may choose from amongst its members to fill any vacancy arising in the executive committee for any reason.
8.3 MEETINGS. The president or any other person chosen by the Board may call meetings of the executive committee by following the procedure established for the calling of meetings of the Board. The meetings of the executive committee are chaired by the president of the corporation or, failing that, by a chair chosen by the members present from amongst themselves. The secretary of the corporation serves equally as secretary of the executive committee unless the executive committee decides otherwise. Written resolutions signed by all members of the executive committee have the same value as if they had been adopted during a meeting of the committee. A copy of these resolutions is kept with the minutes of the deliberations of the executive committee.
8.4 QUORUM. The quorum of meetings of the executive committees set as the majority of the members of the committee.
8.5 POWERS. The executive committee exercises all of the powers specifically delegated to it by the Board. The executive committee must make a report of its activities at each meeting of the Board and the administrators may modify, confirm or overturn decisions taken by the executive committee,
8.6 REMUNERATION. The members of the executive committee receive no remuneration for their services.
9. THE MEMBERS
9.1 MEMBERS. Respecting the maximum number of members foreseen in each category, every legal person and every person of legal age and sound mind may become a member in one of the categories listed below by addressing a request to the corporation, indicating that he is interested to advance the objectives of the corporation. This application must be accepted by the administrators, who have total discretion to accept or not the application, the initial membership fee must be paid as well as the annual fee for the year and the applicant must be the owner of a property situated within the limits of the Municipality of Lac Tremblant Nord as constituted on December 31, 1999. In the case when a legal person is a member of the corporation, the majority shareholder of this legal person, a physical person, will be understood for purposes of the interpretation and the application of these bylaws to be the member.
9.2 CATEGORIES. The corporation is made up of five (5) categories of members, namely members of category “A”, of category “B”, of category “C”, of category “D” and of category “E”. The member, his spouse, his parents, and his children of the first generation may park simultaneously a maximum of two (2) automobiles in the parking lots of the marinas of Lacs Tremblant and Bibite. Members of all categories have access to training and educational activities relative to the protection of the environment and the conservation of the resources of Lacs Tremblant and Bibite. These members, their spouse, their parents and their descendents of the first degree must pay the costs of participation in such activities should there be some.
9.1.1 MEMBERS OF CATEGORY “A”
a) The members of category “A” are entitled to the exclusive use of a covered berth in the Lac Tremblant marina the location of which is determined by the Board of the corporation as well as unlimited use of the boat launch for watercraft which belong to the member or his spouse, his parents and his children of the first degree at Lacs Tremblant and Bibite.
b) The maximum number of members in this category is fixed at forty-eight (48).
c) The initial membership fee in the corporation for a member of category “A” is set at $4,613.00 and the annual fee is set by a resolution of the Board.
d) The members of category “A” have the exclusive right to name four (4) administrators.
9.1.2 MEMBERS OF CATEGORY “B”
a) The members of category “B” are entitled to the exclusive usage of a space to moor a boat at the common docks of the marina of Lac Tremblant, as well as unlimited use of the boat launch for water craft which belong to the member or his spouse, his parents and his children of the first degree at Lacs Tremblant and Bibite.
b) The maximum number of members of this category is fixed at twenty-five (25).
c) The initial membership fee in the corporation for a member of category “B” is set at $1,100.00 and the annual fee is set by a resolution of the Board.
d) The members of category “B” have the exclusive right to name one (1) administrator.
9.1.3 MEMBERS OF CATEGORY “C”
a) The members of category “C” are entitled to the exclusive usage of a slip at the marina of Lac Bibite, the location of which is determined by the Board of the corporation, as well as unlimited use of the boat launch for watercraft which belong to the member or his spouse, his parents and his children of the first degree at Lacs Tremblant and Bibite.
b) The maximum number of members of this category is set at fifty-four (54).
c) The initial membership fee in the corporation for members of category “C” is set at $300.00 and the annual fee is set by resolution of the Board.
d) The members of category “C” have the exclusive right to name one (1) administrator.
9.1.4 MEMBERS OF CATEGORY “D”
a) The members of category “D” are entitled to use a mooring space for a water- craft on the beach of Lac Tremblant as well as unlimited use of the boat launch for watercraft belonging to the member or his spouse, his parents and his children of the first degree on Lacs Tremblant and Bibite.
b) The maximum number of members of this category is set at ten (10).
c) The initial membership fee in the corporation for members of category “D” is set at $750.00 and the annual fee is set by resolution of the Board.
9.1.5 MEMBERS OF CATEGORY “E”
a) The members of category “E” are entitled to unlimited use of the boat launch for watercraft which belongs to the member or his spouse, his parents and his children of the first degree on Lacs Tremblant and Bibite.
b) The initial membership fee in the corporation for members of category “E” is set at $300.00 and the annual fee is set by resolution of the Board.
9.2 RENTAL CONTRACT. The rights conferred in terms of the present bylaws and especially the present article, are subject to the signing of a rental contract to the satisfaction of the corporation by the member.
9.3 CARDS AND/OR CERTIFICATES. The administrators may issue membership cards and/or certificates and determine their form and content.
9.4 INITIAL AND ANNUAL FEE. The initial membership fee and the annual fee must be paid in money and the annual fee is due prior to the holding of the annual meeting of members of the corporation. As concerns the annual fees, the Board has total discretion in setting them.
9.5 SUSPENSION AND EXPULSION. The Board may, by a resolution adopted by at least two thirds of its members at a special meeting called for this purpose, suspend for a period which it will determine or expel any member who fails to pay his annual fee, does not respect the regulations of the corporation or behaves contrary to the interests of the corporation.
9.6 RESIGNATION. A member may resign by forwarding a written notice to the secretary of the corporation. This resignation takes effect upon its acceptance by the administrators or sixty days after it is sent, whichever comes first. This however does not excuse the member from payment of all fees due to the corporation before the resignation takes effect.
9.7 TRANSFER. The share which a member holds in the corporation may not be transferred in any way whatsoever to anyone, that share having been issued to the individual. As well, in the event that a member no longer fulfills the requirements of article 9.1 above, he will be considered to have resigned in keeping with article 9.7 above. Similarly any legal person that owns property in Municipality Lac Tremblant Nord will be considered to no longer meet the criteria of article 9.1 should more than FORTY-NINE PERCENT (49%) of voting and participating shares no longer be held by the same person who held them at the time that this legal person joined the corporation.
9.8 EXCEPTIONS. Notwithstanding any contrary arrangements, at the time of sale of his property a member may transfer the share which he holds in the corporation to his spouse, a parent or a child of the first degree if that person is acquiring the property. As well, members of the corporation who participated directly in the construction of the boat berth which they use and whose name appears on the list appended to the present bylaws in appendix “A” may transfer their share in the corporation at the time of sale of their property to the person acquiring the property. Such new owner will not enjoy the same right.
9.9 RIGHT OF REPURCHASE. In the event of a voluntary or required resignation of a member, the corporation may at its entire discretion, repurchase the share of said member and refund the initial membership fee which he paid. None the less, the fact that the corporation buys out the participation of a member and reimburses his initial membership fee, should under no circumstances be interpreted and construed as an obligation for the corporation to do likewise to any other member.
9.10 The Board of the corporation has the entire discretion to establish the procedure to follow in replacing a member who has resigned from the corporation.
10. MEETINGS OF MEMBERS
10.1 ANNUAL MEETING. The annual meeting of the members of the corporation will be held each year at the office of the corporation or anywhere else in Quebec, on the date and at the time which the administrators determine by resolution. This meeting will be held in order to receive and to approve the annual financial statements and the report of the auditors or the professional accountant, to elect the administrators, to name the auditor and to decide any other matter with which the meeting of members may be legally concerned. As well, the annual meeting may be constituted as a special meeting to decide any other matter which may be decided during a special meeting. The annual meeting may also be held outside of Quebec with the unanimous approval of the members.
10.2 SPECIAL MEETING. A special meeting of the members may be called by the administrators or by the president either at the offices of the corporation or at any other location as determined by the administrators or the president.
10.3 MEETING AT THE REQUEST OF THE MEMBERS. A special meeting of the members may be called upon the request of at least ten (10) members. Such a request must indicate in general terms the purpose of such a meeting, it must be signed by those requesting it and must be deposited at the head office of the corporation. Upon receipt of such a request it is incumbent upon the president or the secretary to call the meeting in keeping with the bylaws of the corporation. In the case of failure to comply any administrator may call such a meeting or it may be called by the members themselves in conformity with the Law.
10.4 NOTICE OF MEETING. Notice of each annual meeting and of each special meeting of members must be sent to the members eligible to attend the meeting. This notice will be done by a written notice transmitted by messenger or by the mail, or by FAX or in the newspapers, to the individual addresses of the members as they appear in the records of the corporation at least two working days before the date fixed for the meeting. If the address of any member does not appear in the records of the corporation the notice may be transmitted as the case applies by messenger or by mail to the address where, in the judgement of the sender, it is most likely that it will reach the member as quickly as possible.
10.5 CONTENT OF THE NOTICE. Every notice of a meeting of the members must indicate the place, the date and the time of the meeting. The notice of an annual meeting need not necessarily specify the purposes of the meeting unless the meeting is called to ratify a bylaw or to decide any other matter being submitted to a special meeting. The notice of a special meeting must indicate in general terms the purpose of the meeting.
10.6 WAIVER OF NOTICE. An annual or special meeting of members may validly be held at any time and with any intent without the notice of the meeting required by the Law or the applicable bylaws provided that all the members waive in writing such notice. For purposes of the waiver of notice, the expression “in writing” should be interpreted broadly and such waiver may be done by telegram, telex, cable or by any other written form. This waiver of the notice of meeting may be done at any time, be it before, during or after the meeting. As well, the presence of a member at the meeting amounts to a waiver unless he attends specifically to oppose the holding of the meeting on the grounds of the irregularity in it calling.
10.7 IRREGULARITIES. The irregularities involving the notice of the meeting or it sending, the unintentional failure to give such notice or the fact that notice did not reach a member in no way invalidates a meeting of the members.
10.8 CHAIR OF THE MEETING. The president of the corporation or a vice-president by order of seniority chairs the meetings of members. In the absence of the president and the vice-president the members present may choose from amongst themselves a chair of the meeting. The chair of all meetings may vote as a member and unless there is direction on this matter in the Law or the constituting act, he does not have a deciding vote in the case of a tie.
10.9 QUORUM. Unless the Law or the constituting act requires a different quorum at a meeting of the members, the presence of ten percent (10%) of members constitutes a quorum for such a meeting. Once a quorum is achieved at the beginning of a meeting of members, the members present may proceed to examine the matters of the meeting even if the quorum is not maintained throughout the entire meeting.
10.10 ADJOURNMENT. In the event that quorum is not achieved at a meeting of the members, the members present may adjourn the meeting until such time as the quorum is achieved. The resumption of any meeting so adjourned may occur without the necessity of a notice of meeting once the quorum required is achieved; during this resumption the members may proceed to discuss and decide on matters for which the meeting was originally called.
10.11 All questions submitted to a meeting of members should be decided by a show of hands vote, unless a vote by ballot is requested or unless the Chair decides on another voting procedure. At any meeting of members the declaration by the Chair that a resolution has been adopted or rejected unanimously or by a precise majority is conclusive proof to this effect without there being the requirement to prove the number or the percentage of votes registered in favour of or opposed to the proposition.
10.12 VOTE BY BALLOT. A vote by ballot is held when the Chair or at least ten percent of the members request it. Each member gives the scrutineer a ballot upon which he has written his name and how he wishes to vote. If the vote is secret, each member gives the scrutineer a ballot upon which he has written how he wishes to vote.
10.13 SCRUTINEERS. The Chair of any meeting of members may name one or more persons, whether or not they are agents of the corporation, to serve as scrutiniser at such meeting.
10.14 RESOLUTION IN LIEU OF A MEETING. Written resolutions signed by all members entitled to vote on such resolutions during meetings of the members have the same standing as if they had been adopted during such a meeting. A copy of these resolutions is kept with the minutes of the deliberations of the meetings of members.
10.15 DECISION BY THE MAJORITY. All matters submitted to the meeting of members must be decided by a majority of the members present, it being understood that each member has a single vote.
10.16 DOUBLE MAJORITY. Notwithstanding any arrangement to the contrary, questions concerning subjects enumerated below must be decided by at least two thirds (2/3) of the members of category “A” present during a meeting called for that purpose and equally by at least fifty percent (50%) of the members of other categories present at said meeting:
- expenditures by and loans to the corporation of more than $20,000.00;
- mortgage of buildings or other holdings;
- making changes to the bylaws or to the constitutive act;
- changing the amount for the initial memberships;
- dissolution or liquidation of the corporation;
- acquisition or sale of equipment or property exceeding $20,000.00;
- purchase, sale or rental of a building;
- deposit of transfer of goods, of a proposition or of an arrangement in light of Law C-36.
11. FISCAL PERIOD AND THE AUDIT OR PROFESSIONAL ACCOUNTANT
11.1 FISCAL PERIOD. The fiscal period of the corporation ends on April 30 of each year; the first financial year of the corporation begins with the year 2000 or on any other day determined by the administrators.
11.2 AUDITOR OR PROFESSIONAL ACCOUNTANT. The auditor or the professional accountant is named each year by the members during their annual meeting. His remuneration is fixed by the members or by the administrators when this power is delegated to them by the members. No administrator or officer of the corporation may be named auditor or professional accountant. If the auditor or professional accountant relinquishes his duties for any reason what so ever before the end of his term, the administrators may fill the vacancy by naming a replacement who will serve until the end of the term of his predecessor. 15
12. CONTRACTS, BILLS OF EXCHANGE AND BANKING.
12.1 CONTRACTS. In the absence of a decision of the Board to the contrary, and excepting any disposition to the contrary in the present document, the acts , contracts, deeds, bonds and other documents requiring the signature of the corporation may be signed by the president or by any vice-president or administrator as well as by the secretary or treasurer. The Board may however authorize in general or specific terms any person to sign any document in the name of the corporation.
12.2 BILLS OF EXCHANGE.Cheques or other bills of exchange drawn, accepted or endorsed in the name of the corporation must be signed by the treasurer or an administrator. The treasurer and a member of the Board have the power to endorse bills of exchange in the name of the corporation for the purpose of deposit to the account of the corporation or receipt in its name through its bankers. The treasurer and an administrator may discuss, balance, calculate and certify to the bank of the corporation and in its name, any registry of accounts and may equally receive all of the cheques paid and the receipts and sign any balance statement, receipt in full or account audit of the bank.
12.3 DEPOSITS. The funds of the corporation may be deposited to the credit of the corporation in one or several banks or financial institutions situated in Canada or outside of Canada and designated by the administrators.
12.4 SECURITY DEPOSITS. The securities of the corporation may be deposited for safekeeping with one or more banks or financial institutions located within or outside of Canada as chosen by the administrators. None of the securities so deposited may be withdrawn without the written authorization of the corporation signed by a representative duly authorized by the administrators. Such authorization may be given in general or specific terms.
The president, agents or other persons authorized by the president are authorized respectively to appear and to reply for the corporation to all briefs, orders, examination of the facts and articles issued by any court; to reply in the name of the corporation in any garnishment in which the corporation is garnishee and to make any affidavit or declaration under oath related to such garnishment or other procedure in which the corporation is involved; to make a request for transfer of goods or an order for liquidation or a receiving order against any debtor of the corporation, to be present and to vote in any meeting of creditors of debtors of the corporation; to extend proxies and to make any other act or gesture which they consider to be in the best interests of the corporation.
The present bylaws may not be modified in any way whatsoever unless the modifications have been submitted to a general meeting of the members and unless said modifications have obtained the approval of two thirds (2/3) of the members of category “A” present and fifty percent (50%) of members of the other categories present At said meeting.
DECLARATION OF THE PRESIDENT
That which has come before is the complete text of the General Bylaws duly adopted by the corporation on the date indicated in the first paragraph.