2025 RLCA Board of Directors and Officers

RLCA Board of Directors

Jen Small

Beth Lockhart

Ryan Smith

Tania Dykeman

Colin Evans

Ann Evans

Jane Kelley

Erica Lynch

Jill Foley 

Lisa Noga

Deb Boustead

Kevin Pollock

The 2025 RLCA Officers

President:   Kevin Pollock

VP:        Jen Small

Treasurer:  Deb Boustead

Secretary:  Jennifer Frederick

2025 RLCA AGM Minutes - Draft

2024 RLCA Board of Directors and Officers

RLCA Board of Directors

Jen Small

Beth Lockhart

Ryan Smith

Erica Lynch

Kara Carriere

Jill Foley 

Matt Craig

Amy Watkins

Lisa Noga

Deb Boustead

Kevin Pollock

Serge Carriere

The 2024 RLCA Officers

President:  Kevin Pollock

VP #1:       Erica Lynch

VP#2:        Amy Watkins

Treasurer: Deb Boustead

Secretary: Jennifer Frederick

2024 RLCA AGM Minutes - Draft

2023 RLCA AGM Minutes - Final

2022 RLCA AGM Minutes - Final

2021 RLCA AGM Minutes - Final

2020 RLCA Minutes

2019 RLCA AGM

RLCA BY LAWS - ONCA compliant - Approved Apr 27, 2024

THE ROUND LAKE COTTAGERS' ASSOCIATION, INCORPORATED

BY-LAW NO. 1

TABLE OF CONTENTS

1        INTERPRETATION.. 3

1.01  Meaning of Words. 3

2        MEMBERSHIP. 4

2.01  Composition. 4

2.02  Members’ Rights. 5

2.03  Qualifications of Membership. 5

2.04  Term of Membership. 5

2.05  Termination of Membership. 6

2.06  Membership Dues. 6

2.07  Discipline of Members. 6

2.08  No Compensation for Members. 6

2.09  Transfer of Membership. 6

3        BOARD OF DIRECTORS. 7

3.01  Board. 7

3.02  Qualifications. 7

3.03  Removal of Directors. 7

3.04  Vacancies. 7

3.05  Resignation of Directors. 8

4        ELECTION OF THE BOARD.. 8

4.01  Election of Directors. 8

4.02  Election in Rotation. 8

4.03  Term of Office. 8

4.04  Re-Election. 8

4.05  Elections. 8

4.06  Nominations. 8

4.07  Forms. 8

5        MEETING OF DIRECTORS. 9

5.01  Calling Meetings. 9

5.02  Meeting following Annual Meeting. 9

5.03  Regular Meetings. 9

5.04  Notice of Meetings. 9

5.05  Content of Notice. 9

5.06  Meetings by Telephonic or Electronic Means. 9

5.07  Quorum.. 10

5.08  Voting. 10

5.09  Written Resolutions. 10

5.10  Adjournments. 10

6        meetings of the members. 10

6.01  Annual Meeting. 10

6.02  Meetings by Telephonic or Electronic Means. 10

6.03  Special Meeting. 11

6.04  Fixing a Record Date. 11

6.05  Notice of Meetings. 11

6.06  Those Entitled to be Present 11

6.07  Quorum.. 11

6.08  Chair 12

6.09  Voting by Voting Members. 12

6.10  Electronic, Mail or Telephone Voting. 12

6.11  Proxies. 12

6.12  Ballot 13

6.13  Adjournments. 13

6.14  Written Resolutions. 13

7        Board POLICIES. 13

7.01  Board Policies. 13

8        OFFICERS. 14

8.01  Officers. 14

8.02  Term of Office of Officers. 14

8.03  Chair of the Board. 14

8.04  Vice-Chair of the Board. 14

8.05  Secretary. 14

8.06  Treasurer 14

8.07  Delegation of Duties. 15

8.08  Board Appoint Other Officers. 15

8.09  Holding More Than One Office. 15

8.10  Removal from Office. 15

8.11  Remuneration of Officers or Employees. 15

9        committees. 15

9.01  Standing Committees. 15

9.02  Limits on Authority of Committees. 15

10     conflict of interest. 16

10.01 Conflict of Interest 16

11     PROTECTION OF DIRECTORS, OFFICERS and others. 16

11.01 Insurance. 16

11.02 Liability Exclusion. 16

11.03 Indemnification of Directors, Officers and Others. 17

11.04 Discontinuing Insurance. 17

12     EXECUTION OF DOCUMENTS. 18

12.01 Execution of Documents. 18

13     BORROWING BY THE CORPORATION.. 18

13.01 General Borrowing Authority. 18

14     FINANCIAL YEAR.. 18

14.01 Financial Year Determined. 18

15     Auditor.. 18

15.01 Annual Appointment 18

15.02 Removal of Auditor 18

15.03 Vacancy in the Office of Auditor 19

15.04 Remuneration of Auditor 19

16     NOTICE. 19

16.01 When Notice Deemed Given. 19

16.02 Address for Notice. 19

16.03 Declaration of Notice. 19

16.04 Computation of Time. 19

16.05 Omissions and Errors. 20

16.06 Waiver 20

17     BY-LAWS AND effective date. 20

17.01 Effective Date of this By-Law.. 20

17.02 Amendments requiring Special Resolution. 20

17.03 By-Laws and Effective Date. 20

18     REPEAL OF PRIOR BY-LAWS. 20

18.01 Repeal 20

18.02 Prior Acts. 21

THE ROUND LAKE COTTAGERS' ASSOCIATION, INCORPORATED

BY-LAW NO. 1

1                  INTERPRETATION

1.01         Meaning of Words

In this By-Law and all other By-Laws and resolutions of the Corporation, unless otherwise defined:

(a)              “Act” means the Not-for-Profit Corporations Act, 2010, S.O. 2010, c.15 and any statute or regulations that may be substituted, as amended from time to time;

(b)              “Annual Business” shall include: consideration of the financial statements; consideration of the audit or review engagement report, if any; an Extraordinary Resolution to have a review engagement instead of an audit or to not have an audit or a review engagement; election of Directors; and reappointment of the incumbent Auditor or person appointed to conduct a review engagement;

(c)              “Annual Meeting” means an annual meeting of Members, as provided in section 6.01;

(d)              “Articles” means any document or instrument that incorporates the Corporation or modifies its incorporating document or instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or a Special Act;

(e)              “Auditor” means the Auditor of the Corporation appointed pursuant to Article 15;

(f)               “Board” means the Directors of the Corporation from time to time;

(g)              “Board Policies” means any policy passed by the Board in accordance with Article 7;

(h)              “By-Law” means this by-law and any other by-law of the Corporation that may be in force;

(i)                “Corporation” means The Round Lake Cottagers' Association, Incorporated;

(j)                “Director” means a member of the Board;

(k)              “Extraordinary Resolution” means a resolution that is submitted to a Special Meeting duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least eighty per cent (80%) of the votes cast, or consented to by each Voting Member of the Corporation entitled to vote at a meeting of the Members or by the Voting Member’s attorney;

(l)                “Government Regulations” means the regulations made under the Act as amended, restated or in effect from time to time;

(m)            “Non-Voting Member” means a person who has become a member of the Corporation in accordance with section 2.01(b); and

(n)              “Officer” means an officer elected or appointed pursuant to Article 8 or by Board Regulation;

(o)              “Ordinary Resolution” means a resolution submitted to a meeting of Voting Members and passed at the meeting, with or without amendment, by at least a majority of the votes cast, or consented to by a Written Resolution of the Voting Members;

(p)              “Protected Person” means each person acting or having previously acted in the capacity of a Director, Officer or any other capacity at the request of or on behalf of the Corporation, and includes the respective heirs, executors and administrators, estate, successors and assigns of a person, who:

                                             (i)             is a Director of the Corporation;

                                            (ii)             is an Officer of the Corporation;

                                          (iii)             is a member of a committee of the Corporation; or

                                          (iv)             has undertaken, or, with the direction of the Corporation is about to undertake, any liability on behalf of the Corporation or any body corporate controlled by the Corporation, whether in the person’s personal capacity or as a Director, Officer, employee or volunteer of the Corporation or such body corporate;

(q)              “Special Business” includes all business transacted at a Special Meeting of the Corporation and all business transacted at an Annual Meeting, other than Annual Business;

(r)               “Special Meeting” means a meeting of Members that is not an Annual Meeting;

(s)              “Special Resolution” means a resolution submitted to a Special Meeting duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds (2/3rds) of the votes cast, or consented to in writing by each Voting Member of the Corporation entitled to vote at a meeting of the Members or by the Voting Member’s attorney;

(t)               “Voting Member” means a person who has become a member of the Corporation in accordance with section 2.01(a); and

(u)              “Written Resolution” means a resolution in writing signed by all the Directors or Voting Members entitled to vote on that resolution at a meeting of the Board or the Members, as the case may be, and which is valid as if it had been passed at a meeting of the Board or Members.

2                  MEMBERSHIP

2.01         Composition

Subject to the Articles, there shall be the following two (2) classes of Members in the Corporation:

(a)              Voting Members; and

(b)              Non-Voting Members.

Membership shall be available to those individuals who are interested in furthering the Corporation's purposes, who meet the qualifications of membership in accordance with section 2.03, and who are accepted into membership in the Corporation in a manner as may be determined by the Board. 

2.02         Members’ Rights

In addition to such rights and subject to such restrictions as may be contained in the Act and By-‎Laws, Members in good standing are entitled to the following rights and privileges of membership, categorized by class:‎

(a)              Rights of Voting Members

                                             (i)             receive notice of and attend all meetings of Members;‎

                                            (ii)             make or second motions at any meetings of Members and to speak in debate on ‎motions under consideration;

                                          (iii)             exercise one (1) vote on matters for determination by the Voting Members;‎

                                          (iv)             nominate individuals for election as a Director;

                                           (v)             stand for election as a ‎Director of the Corporation, if nominated;

                                          (vi)             speak in debate on ‎motions under consideration; and ‎

                                        (vii)             serve on committees of the Corporation, as invited.

(b)              Rights of Non-Voting Members

                                             (i)             receive notice of and attend all meetings of Members;

                                            (ii)             stand for election as a ‎Director of the Corporation;

                                          (iii)             speak in debate on motions under consideration; and

                                          (iv)             serve on committees of the Corporation, as invited.

2.03         Qualifications of Membership

The qualifications of membership are as follows:

(a)              Voting Members must:

                                             (i)             own a property on Round Lake or within close vicinity;

                                            (ii)             pay annual membership dues;

                                          (iii)             be interested in furthering the purposes of the Corporation;

                                          (iv)             be at least eighteen (18) years of age; and

                                           (v)             not be absent for three (3) consecutive Annual Meetings.

(b)              Non-Voting Members must:

                                             (i)             be immediate family or friends of the Voting Member;

                                            (ii)             be interested in furthering the purposes of the Corporation; and

                                          (iii)             be at least eighteen (18) years of age.

There shall be only one (1) Voting Member per property.

2.04         Term of Membership

The term of membership of Voting Members is one (1) year and may be renewed automatically by providing the annual membership dues to a Director or Officer of the Corporation. The term of membership of Non-Voting Members will be renewed automatically upon payment of the related Voting Member’s dues. The term should coincide with the Annual Meetings. Therefore once an Annual Meeting is complete, the term of a qualified Member renews until the completion of the following Annual Meeting.

2.05         Termination of Membership

Membership in the Corporation automatically terminates upon the:

(a)              resignation in writing of a Member of the Corporation;

(b)              death of a Member;

(c)              failure to pay membership dues as provided in section 2.06;

(d)              expulsion of a Member from the Corporation in accordance with section; or

(e)              liquidation or dissolution of the Corporation under the Act.

2.06         Membership Dues

The amount of the annual membership dues will be determined by the Directors by resolution.  Once the amount of any membership dues has been determined that amount will be ‎deemed to be the annual membership dues in each succeeding membership year until changed by the Board. The Board may, in its discretion, discount, pro-rate or waive ‎the payment of dues required of any given Voting Member from time to time.  ‎

2.07         Discipline of Members

(a)              The Board shall have authority to suspend or expel any Member from the Corporation for any one (1) or more of the following grounds:

                                             (i)             a material violation of any provision of the Articles, By-Laws, or written policies of the Corporation;  

                                            (ii)             carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;

                                          (iii)             any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes and activities of the Corporation.

(b)              In the event the Board determines that a Member should be expelled or suspended from membership in the Corporation, or such other Officer as may be designated by the Board, shall provide at least fifteen (15) days’ notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Chair of the Board, or such other Officer as may be designated by the Board up to five (5) days before the end of the notice period.

(c)              In the event that no written submissions are received, the Chair of the Board, or such other Officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written submissions are received the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision. Notification shall be in writing within a reasonable time. The Board's decision shall be final and binding on the Member, without any further right of appeal.

2.08         No Compensation for Members

A Member shall not be entitled to any compensation upon termination of membership.

2.09         Transfer of Membership

Membership in the Corporation is not transferable.

3                  BOARD OF DIRECTORS

3.01         Board

Immediately following confirmation of this By-Law by the Voting Members, the number of Directors shall be fixed at twelve (12) Directors.  The Voting Members thereafter delegate to the Directors the right to fix the number of Directors from time to time by resolution of the Board.

3.02         Qualifications

Each Director shall:

(a)              be an individual who is at least eighteen (18) years of age;

(b)              not have the status of bankrupt;

(c)              not be a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act, or any similar statute of another jurisdiction, to be incapable of managing property;

(d)              not be a person who has been declared incapable by any court in Canada or elsewhere; and

(e)              consent in writing to hold office as a Director within ten (10) days after his or her election or appointment, provided that where a Director consents in writing more than ten (10) days after election or appointment, it shall not invalidate his or her election or appointment as a Director.

If a person ceases to be qualified as provided in this section 3.02, the person thereupon ceases to be a Director and the vacancy so created may be filled in the manner prescribed by section 3.04.

3.03         Removal of Directors

(a)              The Voting Members may, by Ordinary Resolution, remove a Director from office at a Special Meeting called for that purpose before expiration of the Director’s term of office and may elect a person to replace the removed Director for the remainder of the term of office.

(b)              If a Special Meeting is called, the Director is entitled to give the Corporation a statement opposing his or her removal.

(c)              Where the Voting Members do not fill the vacancy created by the removal of a Director, the vacancy may be filled in accordance with section 3.04. 

3.04         Vacancies

(a)              Except as provided in the Act, so long as a quorum of the Directors remains in office, a vacancy on the Board may be filled by resolution of the Directors of the Corporation.  If no quorum of Directors exists, the remaining Directors shall call a Special Meeting of Voting Members to fill a vacancy on the Board. A Director who is elected or appointed to fill a vacancy shall hold office for the unexpired term of the Director’s predecessor.

(b)              The Directors are not required to fill a vacancy resulting from an increase in the number or the minimum or maximum number of Directors provided for in the Articles or a failure to elect the number or minimum number of Directors provided for in the By-Laws or Articles.

3.05         Resignation of Directors

A Director may resign as a Director of the Corporation by submitting a formal written resignation to the Secretary.

4                  ELECTION OF THE BOARD

4.01         Election of Directors

Subject to the provisions of the Act and the Articles, Directors shall be elected by the Voting Members.  

4.02         Election in Rotation

At the next meeting of Members called to elect Directors after the passage of this By-Law, the Board shall be elected and confirmed by the Voting Members in the following manner:

(a)              Four (4) Directors shall be elected or re-elected, as the case may be, for a three (3) year term;

(b)              Four (4) incumbent Directors shall serve the remaining two (2) years of their three (3) year term; and

(c)              Four (4) incumbent Directors shall serve the remaining one (1) year of their three (3) year term.

Subsequently, the office of any Director whose term of office has expired shall then be filled by election for the term set out in section 4.03.

4.03         Term of Office

The term of office of each Director shall be three (3) years.

4.04         Re-Election

Each Director is eligible for election for an unlimited number of consecutive terms.

4.05         Elections

At each Annual Meeting, a number of Directors equal to the number of Directors retiring, plus any vacancies then outstanding, shall be elected.

4.06         Nominations

The persons whose names are put in nomination by written notice delivered to the Secretary by any Voting Member at any time before nominations are closed at the meeting of Members at which the election of Directors is held.

4.07         Forms

The Board may prescribe the form of nomination paper and the form of a ballot.

5                  MEETING OF DIRECTORS

5.01         Calling Meetings

Meetings of the Board may be called by the Chair of the Board, the Vice-Chair of the Board, the Secretary or any two (2) Directors and shall be held at the place specified in the notice.

5.02         Meeting following Annual Meeting

The Board shall hold a meeting as soon as reasonably possible following the Annual Meeting of the Corporation for the purpose of the election and appointment of Officers and the transaction of any other business, and no notice shall be required for this meeting.  

5.03         Regular Meetings

The Board may appoint one (1) or more days in each year for regular meetings of the Board at a set place and time.  A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director as soon as possible after being passed, but no further notice shall be required for any such regular meeting except as may be required pursuant to the Act. 

5.04         Notice of Meetings

Subject to the provisions of sections 5.02, 5.03, and 16.06, notice of the time, place and date of any meeting of the Directors and the nature of the business to be conducted shall be given to each Director:

(a)              by courier, personal delivery, telephone, fax, e-mail or other electronic means at least two (2) days before the meeting is to take place, excluding the date on which notice is given; or

(b)              by prepaid mail at least ten (10) days before the meeting is to take place, excluding the date on which notice is given.

5.05         Content of Notice

Any notice of a Board meeting may specify the nature of the business to be conducted if the meeting is intended to:

(a)              submit to the Voting Members any question or matter requiring approval of the Voting Members;

(b)              fill a vacancy among the Directors, in the office of Auditor or of a person appointed to conduct a review engagement of the Corporation;

(c)              appoint additional Directors;

(d)              issue debt obligations except as authorized by the Board;

(e)              approve any financial statements;

(f)               adopt, amend or repeal any By-Law; or

(g)              establish contributions to be made or dues to be paid by the Voting Members.

5.06         Meetings by Telephonic or Electronic Means

(a)              If all Directors consent generally, or in respect of a particular meeting, any person entitled to attend a meeting of Directors may participate in a meeting by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting.  Any person participating by telephonic or electronic means is deemed to be present at that meeting.  Any security, confidentiality or other considerations with respect to the conduct of such a meeting shall be as determined by the Board from time to time.

(b)              Provided that at the outset of each such meeting, and whenever votes are required, the chair of the meeting shall confirm that a quorum is present.

5.07         Quorum

A quorum for the transaction of business at meetings of the Board shall be at least a majority of the Directors.

5.08         Voting

The method of voting at any meeting of the Board shall be determined by the chair of the meeting prior to any vote being taken.  Unless this By-Law states otherwise, each Director shall have one (1) vote on each question raised at any meeting of the Board, and all questions shall be determined by a majority of the votes cast. In the case of an equality of votes, the vote shall be deemed to have been lost.

5.09         Written Resolutions

A Written Resolution, signed by all the Directors entitled to vote on that resolution at a meeting of Directors, is valid.

5.10         Adjournments

Any meeting of Directors may be adjourned to any time.  Any business that might have been transacted at the original meeting from which the adjournment took place may be transacted upon the resumption of the adjourned meeting.  No notice is required for the resumption of any adjourned meeting if the time and place of the adjourned meeting is announced at the original meeting.

6                  meetings of the members

6.01         Annual Meeting

(a)              An Annual Meeting shall be held within Ontario, unless a place outside Ontario is specified in the Articles or all Voting Members consent to holding the Annual Meeting at a place outside Ontario, determined by the Board, for the purpose of conducting the Annual Business and any Special Business.

(b)              The Annual Meeting shall be held not later than fifteen (15) months following the last Annual Meeting.

6.02         Meetings by Telephonic or Electronic Means

(a)              A Member may participate in a meeting of Members by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting.  Any person participating by telephonic or electronic means is deemed to be present at that meeting. Any security, confidentiality or other considerations with respect to the conduct of such a meeting shall be as determined by the Board from time to time.

(b)              The Directors or Members may call a meeting of the Members and provide that the meeting be held entirely by telephone or electronic means that permits all participants to communicate adequately with each other during the meeting.

6.03         Special Meeting

The Board may at any time call a Special Meeting for the transaction of any business specified in the notice calling the meeting.  A Special Meeting may be held separately from or together with an Annual Meeting.

6.04         Fixing a Record Date

The Directors may fix a record date for each meeting to determine which Members are entitled to receive notice of the meeting and are entitled to vote, if applicable, at the meeting. A record date for providing notice must not be more than fifty (50) days before the day on which notice is sent and a record date for determining Voting Members must not be more than fifty (50) days before the day the meeting is to be held.  If the Directors do not fix a record date for which Members are entitled to receive notice of the meeting or to vote at such meeting, then the day shall be at the close of business on the day immediately preceding the day on which notice is given or if no notice is given, the day of the meeting.

6.05         Notice of Meetings

Subject to section 16.06, notice of the time, place and date of any Annual Meeting or Special Meeting and sufficient information for a Voting Member to make a reasoned judgment on any Special Business to be considered, including information on any Special Resolution to be submitted to the meeting, shall be given to each Voting Member at the meeting, to each Director and to the Auditor or the person appointed to conduct a review engagement of the Corporation not less than ten (10) days and not more than fifty (50) days before the day on which the meeting is to be held by:

(a)              prepaid mail, courier or personal delivery;

(b)              telephone, fax, e-mail or other electronic means;

(c)              posting the notice on a notice board where such information is regularly posted and that is located in a place frequented by the Voting Members; or

(d)              in a publication of the Corporation sent to all Voting Members entitled to vote.

6.06         Those Entitled to be Present

The only persons entitled to be present at a meeting of Members shall be:

(a)              Voting Members, Non-Voting Members and proxy holders;

(b)              the Directors and the Auditor or the person appointed to conduct a review engagement of the Corporation; and

(c)              such other persons who are entitled or required under any provision of the Act, the Articles or By-Laws of the Corporation to be present at the meeting.

Any other person may be admitted only on the invitation of the Chair of the Board or by Ordinary Resolution of the Voting Members.

6.07         Quorum

(a)              A quorum for the transaction of business at meetings of the Members shall be at least fifteen (15) Voting Members of the Corporation present in person or represented by proxy. 

(b)              No business shall be transacted at any meeting of the Members unless the necessary quorum is present at the commencement of such meeting.

Provided, however that where:

                                             (i)             less than a quorum, but two (2) or more persons are present in person one-half hour after the commencement time specified in the notice calling the meeting of Members; and

                                            (ii)             the business transacted is limited to the selection of a chair and a secretary for the meeting, the recording of the names of those present, and the passing of a motion to adjourn the meeting with or without specifying a date, time and place for the resumption of the meeting,

then two (2) persons present in person constitutes a quorum.

(c)              If a quorum is not present at the opening of a meeting of Members, the Voting Members present may adjourn the meeting to a fixed time and place but may not transact any other business.

6.08         Chair

In the absence of the Chair of the Board and the Vice-Chair of the Board, the Voting Members present at any meeting of Members shall choose another Director to act as chair of the meeting.  If no Director is present or if all the Directors present decline to act as chair, the Voting Members present shall choose a Voting Member to act as chair of the meeting.

6.09         Voting by Voting Members

(a)              Each Voting Member shall have one (1) vote on each question raised at any meeting of the Members, and all questions shall be determined by Ordinary Resolution, unless otherwise specified. In the case of an equality of votes, the vote shall be deemed to have been lost.

(b)              At all meetings of Members, every question shall be decided by a show of hands unless otherwise required by a By-Law of the Corporation or the Act or unless a ballot is required by the chair of the meeting or requested by any Voting Member. Whenever a vote by show of hands has been taken upon a question, unless a ballot is requested, a declaration by the chair of the meeting that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

6.10         Electronic, Mail or Telephone Voting

The Directors may provide for Voting Members to vote by mail, telephone or electronic means instead of proxy voting.  Such alternative means of voting must:

(a)              allow for verification that the votes are made by the Voting Members; and

(b)              not allow the Corporation to identify how each Voting Member voted.

6.11         Proxies

(a)              Unless the Directors allow for electronic voting in accordance with section 6.10, every Voting Member may, by means of a proxy, appoint a person to attend the meeting on the Member’s behalf to act in the manner set out in the proxy, to the extent and with the power conferred by the proxy and the Government Regulations.  A proxy shall be in writing. The proxy holder need not be a Member.

(b)              A proxy shall be executed by:

                                             (i)             the Voting Member; or

                                            (ii)             the attorney of the Voting Member authorized in writing under a valid power of attorney.

(c)              A proxy is valid only at the meeting in respect of which it is given or at the continuation of that meeting after an adjournment.

(d)              Subject to the Government Regulations, a proxy may be in such form as the Board prescribes or in such other form as the chair of the meeting may accept as sufficient.

(e)              A proxy shall be deposited with the secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Board may prescribe. The Board may set a deadline to deposit proxies, such deadline shall not exceed forty-eight (48) hours excluding Saturdays and holidays before the meeting.

6.12         Ballot

A Voting Member can demand a ballot during the meeting either before or after any vote by show of hands. If at any meeting a vote by ballot is requested on the election of a chair, it must be taken forthwith without adjournment.  If a vote by ballot is requested on any other question, it shall be taken in the manner and time as the chair of the meeting directs.  The result of a vote by ballot shall be deemed to be the resolution of the meeting at which it was requested.  A request for a vote by ballot may be withdrawn at any time prior to the taking of the ballot.

6.13         Adjournments

Any meeting of Members may be adjourned to any time by the chair of the meeting.  Any business that might have been transacted at the original meeting from which the adjournment took place may be transacted upon the resumption of the adjourned meeting.  No notice is required for the resumption of any adjourned meeting where the resumption of the meeting occurs less than thirty (30) days from the date of the original meeting, other than an announcement at a meeting that is adjourned.

6.14         Written Resolutions

A Written Resolution signed by all the Voting Members entitled to vote on that resolution at a meeting of Members, including an Annual Meeting, is valid as if it had been passed at a meeting of Members, provided that the following matters may not be dealt with by Written Resolution:

(a)              the resignation, removal or replacement of a Director, where a written statement has been submitted by the Director giving reasons for resigning or opposing his or her removal or replacement; and

(b)              the resignation, removal or replacement of an Auditor, where a written statement has been submitted by the Auditor giving reasons for resigning or opposing his or her removal or replacement.

7                  Board POLICIES

7.01         Board Policies

The Board may make any policies with regard to any matter not inconsistent with the Act or the By-Laws.

8                  OFFICERS

8.01         Officers

(a)              The Directors may elect or appoint, as applicable, the following Officers, each of whom, unless otherwise provided in the By-Laws, shall be elected or appointed at the first meeting of the Board following an Annual Meeting.

                                             (i)             a Chair of the Board and a Vice-Chair of the Board elected from among the Directors;

                                            (ii)             a Secretary and a Treasurer, each of whom may, but are not required to be a Director, appointed by the Board.

(b)              There may be such other Officers appointed by the Board in accordance with section 8.08.

8.02         Term of Office of Officers

Subject to section 8.01, the term of office of each Officer who is not an employee of the Corporation shall be one (1) year, to expire at the next Annual Meeting following election or appointment.  Any Officer who is an employee shall hold office at the pleasure of the Board, or pursuant to terms of employment.

8.03         Chair of the Board

The Chair of the Board shall supervise and control the operations of the Corporation. The Chair of the Board shall, when present, preside at all meetings of the Board and Members.  The Chair of the Board shall sign all documents requiring the signature of that office, and have the other powers and duties prescribed by the Board. The Chair of the Board may also be called the President.

8.04         Vice-Chair of the Board

The duties and powers of the Chair of the Board may be exercised by the Vice-Chair of the Board when the Chair is absent or unable to act. If the Vice-Chair of the Board exercises any of those duties or powers, the Chair’s absence or inability to act shall be referenced in the minutes.  The Vice-Chair of the Board shall also perform the other duties prescribed by the Board or incident to the office. The Vice-Chair of the Board may also be called the Vice-President.

8.05         Secretary

The Secretary shall:

(a)              act as secretary of each meeting of the Corporation and the Board;

(b)              attend all meetings of the Corporation, the Board to record all facts and minutes of those proceedings in the books kept for that purpose;

(c)              give all notices required to be given to the Members and to the Directors;

(d)              be the custodian of all books, papers, records, correspondence and documents belonging to the Corporation; and

(e)              perform the other duties prescribed by the Board.

8.06         Treasurer

The Treasurer shall:

(a)              keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account;

(b)              deposit all moneys or other valuable effects in the name and to the credit of the Corporation in the bank or banks from time to time designated by the Board;

(c)              disburse the funds of the Corporation under the direction of the Board;

(d)              render to the Board, whenever required, an account of all transactions as Treasurer and of the financial position of the Corporation;

(e)              co-operate with the Auditors of the Corporation during any audit of the accounts of the Corporation; and

(f)               perform the other duties prescribed by the Board.

8.07         Delegation of Duties

Any Officer may delegate the duties of the office to another person, provided that the delegating Officer remains responsible for ensuring that such duties are carried out, except when otherwise required by law.

8.08         Board Appoint Other Officers

The Board may from time to time appoint such other Officers as it considers expedient, to hold office at the pleasure of the Board, the duties and remuneration of whom shall be such as the terms of their engagement call for or the Board prescribes.  

8.09         Holding More Than One Office

Except for holding the office of Chair of the Board, a person may be nominated or selected for, elected or appointed to, and hold, more than one office.

8.10         Removal from Office

Any Officer may be removed by resolution of the Board at a meeting of which notice of intention to present such resolution has been given to all Directors.  

8.11         Remuneration of Officers or Employees

Any Officer who is a Director shall not be entitled to remuneration for acting as such, but shall be entitled to reimbursement for reasonable expenses incurred in carrying out their duties. The Board shall fix the remuneration. The Board shall fix the remuneration of any other Officers or employees.

9                  committees

9.01         Standing Committees

There may be such other Standing Committees and for such purposes as the Board may determine by resolution.

9.02         Limits on Authority of Committees

No committee has authority to:

(a)              submit to the Members any question or matter requiring approval of the Voting Members;

(b)              fill a vacancy among the Directors or in the office of Auditor or of a person appointed to conduct a review engagement of the Corporation;

(c)              appoint additional Directors;

(d)              issue debt obligations except as authorized by the Board;

(e)              approve any financial statements;

(f)               adopt, amend or repeal any By-Law; or

(g)              establish contributions to be made, or dues to be paid, by the Voting Members.

10              conflict of interest

10.01     Conflict of Interest

In accordance with the Act or any Board policies, Directors and Officers shall disclose any interests, whether direct, indirect or imputed, in any matter as required by the Act and comply with all other requirements in the Act in respect of such conflict of interest.

11              PROTECTION OF DIRECTORS, OFFICERS and others

11.01     Insurance

(a)              The Corporation may purchase and maintain appropriate liability insurance for the benefit of the Corporation and each Protected Person.  The insurance shall address coverage limits in amounts per occurrence with an aggregate maximum limit as deemed appropriate by the Board and shall include:

                                             (i)             property and public liability insurance;

                                            (ii)             Directors’ and Officers’ insurance; and

may include such other insurance as the Board sees fit.

(b)              The Corporation shall ensure that each Protected Person is included as an insured person in any policy of Directors’ and Officers’ insurance maintained by the Corporation.

(c)              No coverage shall be provided for any liability relating to a failure to act honestly and in good faith with a view to the best interests of the Corporation.

(d)              It shall be the obligation of any person seeking insurance coverage or indemnity from the Corporation to co-operate fully with the Corporation in the defence of any demand, claim or suit made against such person, and to make no admission of responsibility or liability to any third party without the prior agreement of the Corporation.

11.02 Liability Exclusion

Absent the failure to act honestly and in good faith in the performance of the duties of office, and save as may be otherwise provided in any legislation or law, no Protected Person shall be personally liable for any loss or damage or expense to the Corporation arising out of the acts (including wilful, negligent or accidental conduct), receipts, neglects, omissions or defaults of such Protected Person or of any other Protected Person arising from any of the following:

(a)              insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation;

(b)              insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested;

(c)              loss or damage arising from the bankruptcy or insolvency of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited;

(d)              loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with monies, securities or other assets belonging to the Corporation;

(e)              loss, damage or misfortune whatever which may occur in the execution of the duties of  the Protected Person’s respective office or trust or in relation thereto; and

(f)               loss or damage arising from any wilful act, assault, act of negligence, breach of fiduciary or other duty or failure to render aid of any sort.

11.03 Indemnification of Directors, Officers and Others

(a)              Every Protected Person shall be indemnified and saved harmless, including the right to receive the first dollar payout, and without deduction or any co-payment requirement to a maximum limit per claim made as established by the Board from and against all costs, charges and expenses which such protected person sustains or incurs:

                                             (i)             in or in relation to any demand, action, suit or proceeding which is brought, commenced or prosecuted against such person in respect of any act, deed, matter or thing whatsoever, made, done or permitted or not permitted by such person, in or in relation to the execution of the duties of such office or in respect of any such liability; or

                                            (ii)             in relation to the affairs of the Corporation generally;

save and except such costs, charges or expenses as are occasioned by the failure of such person to act honestly and in good faith in the performance of the duties of office.

(b)              Such indemnity will only be effective:

                                             (i)             upon the exhaustion of all available and collectible insurance provided to the Protected Person by the Corporation inclusive of whatever valid and collectible insurance has been collected; and

                                            (ii)             provided that the Protected Person has carried out all duties assigned to such person which are subject of the claim in complete good faith so as to comply with the conditions of the insurance policy concerning entitlement to coverage.

(c)              The Corporation shall also indemnify any Protected Person, firm or corporation in such circumstances designated by law, upon approval by the Board.

(d)              Nothing in this Article 11 shall limit the legal right of any person, firm or corporation entitled to indemnity to claim indemnity apart from the provisions of this Article 11.

11.04 Discontinuing Insurance

Where the Corporation has purchased or maintained insurance for any Protected Person, such insurance shall not be discontinued or altered except upon approval of the Voting Members.

12              EXECUTION OF DOCUMENTS

12.01 Execution of Documents

Documents requiring execution by the Corporation may be signed by any two (2) of the Chair of the Board, Vice-Chair of the Board, Secretary, Treasurer, or Secretary-Treasurer, or any one (1) of the foregoing together with any one (1) Director.  The Board may appoint any Officer or any person on behalf of the Corporation, either to sign documents generally or to sign specific documents. 

13              BORROWING BY THE CORPORATION

13.01 General Borrowing Authority

The Board may, without authorization of the Voting Members:

(a)              borrow money on the credit of the Corporation;

(b)              issue, reissue, sell or pledge debt obligations of the Corporation;

(c)              give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

(d)              mortgage, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

The Board may delegate these powers to a Director, committee of Directors, or Officer.

14              FINANCIAL YEAR

14.01 Financial Year Determined

The financial year of the Corporation shall terminate on the last day of December in each year or on such other date as the Board may determine.

15              Auditor

15.01 Annual Appointment

Subject to the Act and the Government Regulations, the Voting Members of the Corporation at each Annual Meeting shall appoint an Auditor or a person to conduct a review engagement of the Corporation, who shall hold office until the close of the next Annual Meeting, or subject to the Act, pass an Extraordinary Resolution to dispense with an Auditor or to have a review engagement.

If an appointment is not made and the Voting Members, subject to the Act, do not pass an Extraordinary Resolution to have a review engagement or dispense with an audit, then the incumbent Auditor continues in office until a successor is appointed.

15.02 Removal of Auditor

(a)              Subject to the Act, the Voting Members may by Ordinary Resolution at a Special Meeting, remove any Auditor or a person appointed to conduct a review engagement before the expiration of the term of office in accordance with the Act and may elect a replacement to fill such vacancy. Where the Voting Members do not fill the vacancy, the Directors may do so in accordance with section 15.03.  

(b)              The Auditor may give reasons opposing the Auditor’s removal at or before the Special Meeting called to remove the Auditor.  The Auditor shall provide any such statement to the Board.  Any such statement provided by the Auditor shall be included in the notice of the Special Meeting called to remove the Auditor. 

15.03 Vacancy in the Office of Auditor

Subject to the Articles, the Board shall fill any vacancy in the office of Auditor or a person appointed to conduct a review engagement.

15.04     Remuneration of Auditor

The remuneration of an Auditor may be fixed by the Voting Members by Ordinary Resolution, or if the Voting Members do not do so, then the remuneration shall be fixed by the Directors.

16              NOTICE

16.01     When Notice Deemed Given

When notice is given under the By-Laws by the following means, that notice is deemed to have been given at the following time:

(a)              if given by e-mail, notice is deemed given when sent;

(b)              if given by telephone, notice is deemed given at the time of the telephone call; and

(c)              if given by electronic means, other than in accordance with 16.01(a) or 16.01(b), notice is deemed given when transmitted.

16.02 Address for Notice

A notice or other document required or permitted by the Act, the Government Regulations, the Articles or the By-Laws to be given to a Member or Director may be given to:

(a)              a Member at the Member’s latest address as shown in the records of the Corporation; or

(b)              a Director at his or her latest residential address as shown in the records of the Corporation or on the most recent notice or return filed pursuant to the Corporations Information Act, whichever is the more current.

16.03     Declaration of Notice

At any meeting, the declaration of the secretary or chair of the meeting that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice.  No formal notice of a meeting is necessary if all those entitled to notice are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

16.04 Computation of Time

In computing the date when notice must be given under any provision in the By-Laws requiring a specified number of days’ notice of any meeting or other event, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday.

16.05 Omissions and Errors

(a)              Any resolution passed or proceeding taken at a meeting of the Board, a committee of the Board or Voting Members shall not be invalidated, unless otherwise challenged, by:

                                             (i)             an error in notice that does not affect its substance;

                                            (ii)             the accidental omission to give notice; or

                                          (iii)             the accidental non-receipt of notice by any Director, Voting Member or Auditor.

(b)              Any Director, Voting Member or Auditor may at any time waive notice of, and thereby ratify and approve, any proceeding taken at any meeting.   

16.06 Waiver

Where a notice or document is required to be sent pursuant to the By-Laws or the Act, the person entitled to receive the notice or document may consent in writing to waive either the sending of the notice or document or the time within which the notice or document must be sent.

17              BY-LAWS AND effective date

17.01     Effective Date of this By-Law

This By-Law shall come into force when enacted by the Board in accordance with the Act.

17.02     Amendments requiring Special Resolution

If the Voting Members amend the Articles by Special Resolution, this By-Law shall be deemed to be amended as necessary to conform to the Articles.

17.03     By-Laws and Effective Date

(a)              Subject to the Act and the Articles, the Board of Directors may make, amend or repeal any By-Law that regulates the activities or affairs of the Corporation. Subject to section 17.02, any such By-Law, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members where it may be confirmed, rejected or amended by Ordinary Resolution of the Voting Members.

(b)              If the By-Law amendment or repeal is confirmed or confirmed as amended by the Voting Members, it remains effective in the form in which it was confirmed. The By-Law amendment or repeal ceases to have effect if it is not submitted to the Voting Members at the next meeting of Members or if it is rejected by the Voting Members at the meeting.

18              REPEAL OF PRIOR BY-LAWS

18.01 Repeal

Subject to the provisions of section 18.02 hereof, all prior By-Laws, resolutions and other enactments of the Corporation inconsistent in either form or content with the provisions of this By-Law are repealed.

18.02 Prior Acts

The repeal of prior By-Laws, resolutions and other enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed By-Laws, resolution or other enactment.

ENACTED by the Directors as a By-Law of The Round Lake Cottagers' Association, Incorporated on April 21, 2024  

Chair of the Board

Secretary

CONFIRMED by the Voting Members in accordance with the Not-for-Profit Corporations Act, 2010 on on April 27, 2024 

Chair of the Board

Secretary