THE WOODLAND HEIGHTS COMMUNITY ASSOCIATION BYLAW 1
Be it enacted as a by-law of The Woodland Heights Community Association (hereinafter referred
to as the "Corporation") as follows:
HEAD OFFICE
1. The head office of the Corporation shall be in the Town of Huntsville in the District
Municipality of Muskoka in the Province of Ontario, Canada, and at such place therein as the
directors may from time to time determine.
SEAL
2.1 The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal
of the Corporation.
2.2 The directors shall provide a seal for the Corporation.
2.3 The seal shall be affixed only when authorized by a resolution of the directors
INTERPRETATION
3.1 The definitions in the Ontario Corporations Act on the date these by-laws become effective
apply to these by-laws.
3.2 Where context so requires or permits, the singular shall read the plural and the plural shall
read the singular.
BOARD OF DIRECTORS
4.1 The property and business of the Corporation shall be managed by a Board of a minimum of
five (5) and a maximum of eleven (11) Directors, each of whom at the time of his/her election and
throughout his/her term of office is a member "in good standing" of the Corporation. The
President will recommend for approval of the members attending the Annual General Meeting the
number of directors required to manage the business of the Corporation from time to time.
Woodland Alliance Inc will appoint one (1) Director to the Board so long as Woodland Alliance Inc
continues to own and develop unsold properties. A quorum for a meeting of directors shall be a
simple majority.
4.2 Directors will be elected at the Annual General Meeting. All Officers shall be elected by the
Board of Directors.
4.3 The founding Board of Directors shall serve until the first Annual General Meeting. Upon
election of the inaugural Board of Directors at the first Annual General Meeting, the Board of
Directors shall decide and appoint a third of the directors to a one year term, a third to a two
year term, and a third to a three year term (or as close to that ratio as possible ). Thereafter
directors shall be elected at each Annual General Meeting for a three-year term to replace those
directors whose term has expired. No director may serve more than two full consecutive terms.
4.4 The directors shall retire from office at the Annual General Meeting in the year that coincides
with the end of the term for which they were elected. The successors to the retiring directors
shall be elected at that Annual General Meeting.
4.5 An election of directors may be by acclamation if the nominations do not exceed the
vacancies.
4.6 A vacancy on the Board of Directors shall be filled at the next Annual General Meeting. A
vacancy on the board may be filled by appointment by the Board of Directors in the interim at
their discretion so long as there is a quorum of directors remaining in office. If there is not a
quorum of directors remaining in office, those remaining directors shall forthwith call a meeting
of the members for the purpose of filling the vacancies. A director so appointed holds office only
until the conclusion of the next following Annual General Meeting of the Corporation. He/she is
eligible for re-election at the Annual General Meeting, for a term corresponding with the vacated
directorship filled previously by him/her.
MEMBERSHIP
5.1 The membership shall consist of the applicants for incorporation and such other persons as
are eligible in accordance with paragraph 5.2 and confirmed as members by the Board of
Directors.
5.2
a. Every person or entity who is a registered owner of a lot or a real property referred to in the
Letters Patent of the Corporation (hereafter called a "property") shall by virtue of ownership of
said property be a member of the Corporation. A spouse or partner who may not be a registered
owner of a property or lot is also a member. If any property is owned or purchased by a
corporation, partnership of other legal entity or by two or more persons, corporations,
partnerships or other legal entities or combination thereof, the owner or owners shall nominate
one person from its' or their number or shareholders or members, as the case may be, as a
member of the Corporation to represent said property, herein referred to as " the voting
member", so that there shall be no more than one member of the Corporation representing each
property for voting purposes. The owner of a property may nominate his or her spouse or
partner as the voting member of the Corporation in place of the owner.
b. Any nomination shall be in writing executed by the owner or owners of the property and
addressed to the Secretary or Secretary-Treasurer of the Corporation.
c. Any nomination may be revoked at any time by written notice to the Secretary or
Secretary-Treasurer executed by the owner or owners of the property.
d. Any membership or any nomination is deemed terminated upon the change in ownership of
the property.
e. Owners of multiple properties or lots have a single vote.
5.3 The owner or owners of the property as well as the nominee member to represent the
property are jointly and severally liable to pay the dues, fees and assessments, if any, of the
Corporation with respect to the property. The provisions of this by-law for nonpayment of dues,
fees or assessments shall extend to suspension of the right of the owner or owners of the
property to nominate a person for membership to represent the property.
5.4 In case of assignment by sale or termination of membership by death, a former member or
former owners of the property represented by such former member and the former member's
heirs, executors, administrators and assigns shall remain liable for payment of any dues, fees
and assessments which became payable by the former member and former owners represented
by the former member during the period of ownership.
5.5 Each member shall be a member in good standing when (a) not in a conflict of interest, or,
(b) not in default of payment of the dues, fees or assessments. Voting members who are not in
good standing at the time of a general meeting will not have a vote at such meeting nor will they
be eligible to stand for election or hold office.
PRIVILEGES AND LIABILITY OF MEMBERS
6.1 Subject to 5.5, all members of the Corporation shall be entitled to participate in all activities
of the Corporation. Each property or lot carries one (1) vote at general meetings of members
except as set out in 5.2e for multiple properties or lots.
6.2 No member of the Corporation shall be, in his/her individual capacity, liable for any debts or
liabilities of the Corporation.
FEES
7.1 Each voting member will bear a share of the cost, in accordance with the number of
properties represented by him, of operating the Corporation and maintaining such facilities as
the members of the Corporation may from time to time agree upon. The amount of any dues,
fees assessment and the time at which any such assessment is to be paid by each member of
the Corporation shall be recommended by the Board of Directors and must be confirmed by a
majority decision of the members of the Corporation at a general meeting.
7.2 The Secretary or Treasurer or Secretary-Treasurer shall notify the members of the dues,
fees or assessments at any time payable by them, and all such dues, fees and assessments are
payable as prescribed in the notification. In the event that any member should at any time be
sixty (60) days or more in default of payment of any dues, fees or assessments by the
Corporation the member will be deemed to be "not in good standing", and if default of payment
should continue for a period of ninety (90) days, then the Board of Directors may discontinue
supplying to such member in default any or all of the services which are normally supplied to the
various members by the Corporation and the directors are hereby empowered to take whatever
action the Board deems necessary to collect the outstanding amount. Any such member on
payment of all unpaid dues, fees and assessments shall be reinstated as a member "in good
standing" by the Board of Directors.
MEETINGS OF MEMBERS
8.1 The Annual General Meeting of the members shall be held in the Town of Huntsville, District
Municipality of Muskoka, Ontario and at such a place as the Board of Directors may determine,
in accordance with the Corporations Act, and on such day as the directors shall appoint.
8.2 The first Annual General Meeting of the Corporation shall be held not more than 18 months
after the date of incorporation and after that, an Annual General Meeting shall be held at least
once every calendar year and not more than 15 months after the holding of the last preceding
Annual General Meeting.
8.3 At every Annual General Meeting, in addition to any other business that may be transacted,
the report of the directors, the financial statements and the report of the auditors shall be
presented. There shall be an election of the Board of Directors as required. The voting members
shall appoint either external Auditors or an internal audit committee for the ensuing year.
Membership of an internal audit committee shall be determined by the Board of Directors.
8.4 The Board of Directors or the President or the Vice-President shall have the power to call a
meeting of the Corporation.
8.5 All meetings of members will be Annual General Meetings or Special General Meetings.
8.6 A quorum for the transaction of business at any meeting of members following due
notification shall consist of not less than 25% of voting members present in person or
represented by proxy; provided that in no case can any meeting be held unless there are eleven
(11) members present in person.
8.7 In absence of a quorum a second Annual General Meeting will be called within 30 days. At the
recalled Annual General Meeting a quorum will be those who attend following due notification.
NOTICE OF MEMBERS' MEETINGS
9.1 Notice of all meetings of members shall be delivered personally or by telephone, facsimile, or
email to each member not less than thirty (30) days before the meeting is to take place or shall
be mailed to each member not less than fourteen (14) days before the meeting is to take place.
At any meeting of members, the members may consider and transact any business that the
Corporation may transact. The statutory declaration of the Secretary or Secretary-Treasurer or
President that notice has been given pursuant to this by-law shall be sufficient and conclusive
evidence of the giving of such notice.
9.2 Notice of a general meeting shall specify the place, day and hour of meeting, and in the case
of special business, the general nature of that business.
9.3 No error or omission in giving notice of any Annual General Meeting or Special General
Meeting of members of the Corporation shall invalidate such meeting, or make void any
proceedings taken thereat, and any voting member not in attendance may at any time waive
notice of any such meeting in writing and may ratify, approve and confirm any or all proceedings
taken thereat.
9.4 For the purpose of sending notice to any member, director or officer for any meeting or
otherwise, the address of any member, director or officer shall be his/her address recorded on
the books of the Corporation.
PROCEEDINGS AT MEETINGS OF MEMBERS
10.1 An Annual General Meeting of the members of the Corporation shall be held at least once in
every calendar year prior to October 31st and subsequent to the end of the prior fiscal year, at
the call of the President of the Corporation or any four (4) members of the Board of Directors.
The President of the Corporation, the vice-President or in the absence of both, one of the other
Directors present, shall preside as chairperson of a general meeting. The business to be
considered at an annual general meeting shall include:
(a) Adoption of rules of order;
(b) Consideration of the financial statements;
(c) Report of the Directors;
(d) Report of the auditor, if any;
(e) Election of Directors;
(f) Appointment of either external auditors or an internal audit committee. Membership of an
internal audit committee shall be determined by the Board of Directors
(g) Other business that under these bylaws, ought to be transacted at an annual general
meeting, or business under consideration by the notice covering the meeting.
10.2 A Special General Meeting of the members of the Corporation may be called by the
President or any four (4) members of the Board of Directors of the Corporation.
10.3 A Special General Meeting must be called within thirty (30) days of receipt by the President
of a written request stating the reason for the meeting and signed by thirty (30) percent (%) of
members "in good standing".
10.4 All resolutions proposed at a general meeting need to be seconded.
10.5 A voting member "in good standing" present or represented by proxy at a general or special
meeting of members is entitled to one vote. No voting member present at said general or special
meeting may present or represent or vote on behalf of more than 3 proxies
10.6 Voting at general meetings is by show of hands, unless the voting members present decide
to vote by secret ballot.
10.7 The chairperson shall not vote at general meeting, except in the case of an equality of votes
in which case the chairperson in good standing shall cast the deciding vote.
10.8 Proceedings at all meetings shall be conducted in compliance with "Roberts Rules of
Order".
MEETINGS OF DIRECTORS
11.1 Except as otherwise required by law, the Board of Directors may hold its meetings at such
place as it may determine. Notice of all directors meetings will be delivered not less than 10 days
before the date of the meeting. Meetings may be called by the President, or by a majority of the
directors. Notice shall be delivered by telephone or by electronic communication. Notice of the
meeting shall state the time and place and main reason for calling the meeting, such as any new
proposals, reports or other urgent matters to be considered.
11.2 Meetings of the Board shall be called and held at least four (4) times in each fiscal year.
11.3 The President shall preside at all meetings of directors. In his/her absence, the
Vice-resident or such other director as the Board of Directors may appoint for the purpose shall
preside.
11.4 All resolutions proposed at a Directors' meeting shall be seconded and shall be decided by
a majority of votes. The chairperson of a meeting may move or propose a resolution. Normally,
votes shall be taken by a show of hands.
11.5 The chairperson shall not vote at directors meetings, except in the case of an equality of
votes in which case the chairperson shall cast the deciding vote.
11.6 A quorum of the board shall consist of a simple majority of the directors.
DUTIES OF DIRECTORS
12.1 As a Director of an Incorporated Corporation (Corporation), each Board member assumes a
certain responsibility and duty under the Companies Branch Act.
12.2 The Board shall, in addition to any other responsibilities and duties set forth in these
Articles:
(1) Ensure that a full and correct account of the proceedings of all Directors' meetings and
general meetings be kept.
(2) Ensure that the purposes of the Corporation as set out in these Articles and By-Laws are
promoted and the Corporation carries on its operation in accordance with such purpose.
(3) Provide for the maintenance of any property of any kind of the Corporation.
(4) Insure any building or equipment that is owned by the Corporation against loss or damage.
(5) Employ such persons as, in its discretion, it deems necessary for carrying out the purposes
of the Corporation hereunder and such persons as deemed necessary for proper administration
of the affairs of the Corporation
(6) Submit to each Annual General Meeting of the Corporation an annual financial statement for
the fiscal year.
(7) Prepare a list of the activities or projects to be engaged in or undertaken by the Corporation
in the ensuing year to be ratified at the Annual General Meeting.
(8) Prepare and adopt, by resolution of the Board, a budget in support of the approved activities
proposed for the ensuing fiscal year and the administration of the Corporation.
(9) Ensure that activities and projects approved by the Corporation are carried out within the
limit of the money allocated for such activities and projects in the approved budget.
(10) Ensure that the elected Officers of the Board carry out their responsibilities and duties.
(11) Ensure that all contractors hired by the Corporation carry Commercial General Liability
insurance in an amount of not less than $2,000,000.00 and that the contractor provides the
Corporation a valid certificate of insurance proving same with the Corporation duly noted as an
"additional insured" prior to undertaking its hired purpose.
(12) Casual labour may be excepted but must be approved by a majority of the Board of
Directors.
(13) Ensure the Corporation insures itself for Commercial General Liability including Directors
and Officers Liability in an amount of not less than $2,000,000.00.
(14) On behalf of the Beneficiaries of The Woodland Heights Clubhouse Trust, to annually
appoint two members of The Woodland Heights Community Association as the representatives
of the Beneficiaries for the purpose of carrying out the duties outlined in The Woodland Heights
Clubhouse Trust, Section 5(e) and (f). The representatives are to report their findings thereafter
to the Board of Directors and to the Association at the next Annual Meeting.
OFFICERS
13.1 The Officers shall be a President, a Vice-President, a Secretary and a Treasurer, or in lieu of
a Secretary and Treasurer, a Secretary-Treasurer.
13.2 The Officers shall be elected annually, for a term of one year, by the Board of Directors
from among their numbers at the meeting of the Board held immediately following the Annual
General Meeting.
DUTIES OF OFFICERS
14.1 Duties of President and Vice-President
(a) The President shall, when present, preside at all meetings of the members of the Corporation
and its Board of Directors. In case of a tie vote, the President shall cast the deciding vote. The
President shall also be charged with the general management and supervision of the affairs and
operations of the Corporation. The President shall summon or cause to be summoned meetings
of the general membership and Board meetings except as provided for in Article 10 of this
by-law. The President, with the Secretary or Secretary-Treasurer or other officer appointed by
the Board for the purpose, shall sign all By-Laws and membership certificates. Other
responsibilities and duties may be undertaken by the President and/or assigned to another
officer, with the approval of the Board.
(b) During the absence or inability of the President, the duties and powers of the office may be
exercised by the Vice-President, and in his/her absence such other Director as the Board may,
from time to time, appoint for the purpose.
14.2 Duties of Secretary or Secretary-Treasurer
The Secretary or Secretary-Treasurer shall be selected from the Board of Directors. He/she shall
attend all meetings of the Board of Directors and member meetings and record all facts and
minutes of all proceedings in the books kept for that purpose. In the absence of the Secretary or
Secretary-Treasurer, a recording Secretary shall be appointed by the Board. He/she shall, under
direction, give notices required to be given to members and to Directors. He/she shall be the
custodian of the seal of the Corporation and of all minute books, papers, records,
correspondence, contracts and other documents, including the original copy of the Articles of
Incorporation and By-Laws, which he/she shall keep amended and updated, as and when
resolutions are passed by members at a duly constituted General Meeting. He/she shall only
deliver up these records and things when authorized by a resolution of the Board of Directors to
do so and to such person or persons as may be named in the resolution. He/she shall perform
such other duties as may from time to time be determined by the Board of Directors.
14.3 Duties of Treasurer
The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in proper books of account and
shall deposit all moneys or other valuable effects in the name and to the credit of the
Corporation in such bank or banks as may from time to time be designated by the Board of
Directors. He/she shall disburse the funds of the Corporation under the direction of the Board of
Directors and By-Laws of the Corporation, taking proper vouchers therefore and shall render to
the Board of Directors at the regular meetings thereof or whenever required of him/her, an
account of all his/her transactions as Treasurer, and of the financial position of the Corporation.
He/she shall be responsible for the preparation of detailed annual budgeted financial statements
based on information submitted by persons responsible for the approved activities of the
Corporation. He/she shall submit a yearly financial report and statement for the fiscal period to
the members at the Annual General Meeting. He/she shall also perform such other duties as may
from time to time be determined by the Board of Directors.
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
15.1 Every director or officer of the Corporation, or other person who has undertaken any
liability on behalf of the Corporation, and their heirs, executors, administrators and other
personal representatives shall at all times be indemnified and saved harmless out of the funds of
the Corporation, from:
(a) All costs, charges and expenses whatsoever which such director, officer or other person
sustains or incurs in any action, suit or proceedings which is brought against him/her, or in
respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her, in the
lawful execution of the duties of his/her office or in respect of any such liability;
(b) All other costs, charges and expenses which he/she sustains or incurs in relation to the
affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful
neglect or default.
COMMITTEES
16.1 The board may, by resolution of the majority of the board, appoint standing committees and
ad hoc committees to perform any act or make any investigation on behalf of the Corporation.
16.2 The committees shall consist of two or more members of the Corporation in good standing,
one of which must be a director.
16.3 The duties, powers and reporting requirements of the committees shall be set out in the
resolution of the board appointing the committees. Each committee shall submit a budget for
approval by the directors before any funding can be allocated.
16.4 The President shall, subject to the approval of the Board, appoint a chairperson from the
members of each committee.
16.5 The President shall be an "ex officio" member of all committees appointed by the board.
16.6 Ad hoc committees will be disbanded by the Board of Directors following the Board of
Directors' acceptance of the committee's final report.
EXECUTION OF DOCUMENTS
17.1 Simple contracts, in the ordinary course of business of the Corporation's operations, may
be entered into on behalf of the Corporation by the President and Secretary or
Secretary-Treasurer or any other person authorized by board resolution.
17.2 Subject to approval by the Board and/or a resolution passed at a duly constituted meeting
of the members of the Corporation, deeds, transfers, licences, contracts and engagements on
behalf of the Corporation shall be signed by either the President or Vice-President and by the
Secretary or Secretary-Treasurer and the Secretary or Secretary-Treasurer shall affix the seal of
the Corporation to such instruments as required.
17.3 The President, Vice-President, Secretary, Treasurer, or Secretary-Treasurer, or any one of
them, or any person or persons from time to time designated by the Board of Directors may
transfer any and all shares, bonds or other securities from time to time standing in the name of
the Corporation in its individual or any other capacity or as trustee or otherwise and may accept
in the name and on behalf of the Corporation transfers of shares, bonds or other securities from
time to time transferred to the Corporation, and may affix the corporate seal to any such
transfers or acceptances of transfers, and may make, execute and deliver under the corporate
seal any and all instruments in writing necessary or proper for such purposes, including the
appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other
securities on the books of any company or corporation.
17.4 Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation,
the Board of Directors may at any time by resolution direct the manner in which, and the person
or persons by whom, any particular instrument, contract or obligations of the Corporation may
or shall be executed.
BOOKS, RECORDS AND RETURNS
18. The directors shall see that all necessary books, records and returns of and for the
Corporation required by these articles, by subsequent bylaws of the Corporation or by
applicable statute or regulation are regularly and properly kept.
FINANCIAL YEAR (Fiscal year)
19.1 The financial year of the Corporation shall end on the date in each year as the directors
initially determine.
19.2 Once determined, changes to the financial year must be approved by the members of the
Corporation at an Annual General Meeting.
AUDITORS
20. The external auditors or internal audit committee appointed by the directors shall audit the
annual finances of the Association and report to the membership at the next annual general
meeting.
STANDARDS AND PRACTICES
21.1 The Corporation will always operate with the highest possible standard of ethics and
integrity.
21.2 All financial records will be available to the members and such information will be available
in such format as to ensure easy tracking of all income and expenditures as published in the
annual statements of the Corporation.
21.3 The Corporation may become a member of and/or co-operate with any other corporation,
society, or corporation whose purposes and ethical standards are similar to those of the
Corporation..
BYLAWS
22.1 On being admitted to membership, a member is entitled to a copy of the bylaws of the
Corporation.
22.2 No amendment to a bylaw of the Corporation shall be valid unless passed by two-thirds of
the voting members present or represented by proxy at a general or special meeting of the
Corporation duly called for the purpose of considering such amendment.
ENACTED this 27th Day of October, 2007
Lee Bentley
President
Cyrese Samuel
Secretary or Secretary-Treasurer