ARTICLES OF ASSOCIATION

 for Downtown Camrose Development Ltd

 June 30, 2016

 

TABLE OF CONTENTS

 Application…………………………………………………………………………………………………………………………………….. 1

 INTERPRETATION

  1. Definitions……………………………………………………………………………………………………………………………………… 1
  2. Headings………………………………………………………………………………………………………………………………………… 2

REGISTERED OFFICE

  1. Place of Registered Office……………………………………………………………………………………………………………… 2

MEMBERS

  1. Persons Entitled to be Members……………………………………………………………………………………………………. 2
  2. Cessation of Member…………………………………………………………………………………………………………………….. 3

MEETING OF MEMBERS

  1. General Meeting……………………………………………………………………………………………………………………………. 3
  2. Extraordinary General Meetings……………………………………………………………………………………………………. 3
  3. Place of Meeting……………………………………………………………………………………………………………………………. 3
  4. Notice of Meetings………………………………………………………………………………………………………………………… 3
  5. Omissions and Errors……………………………………………………………………………………………………………………… 3
  6. Waiver of Notice……………………………………………………………………………………………………………………………. 4

PROCEEDINGS AT GENERAL MEETINGS

  1. Annual Meetings……………………………………………………………………………………………………………………………. 4
  2. Quorum………………………………………………………………………………………………………………………………………….. 4
  3. Proxies……………………………………………………………………………………………………………………………………………. 4
  4. Adjournment………………………………………………………………………………………………………………………………….. 4
  5. Chairman, Secretary and Scrutineers…………………………………………………………………………………………….. 5
  6. Adjournment of Meeting……………………………………………………………………………………………………………….. 5
  7. Voting and Procedure……………………………………………………………………………………………………………………. 5
  8. Polls……………………………………………………………………………………………………………………………………………….. 5
  9. Votes to Govern…………………………………………………………………………………………………………………………….. 6
  10. Persons Entitled to be Present………………………………………………………………………………………………………. 6
  11. Meetings by Telephone…………………………………………………………………………………………………………………. 6
  12. Resolutions in Writing……………………………………………………………………………………………………………………. 7

DIRECTORS

  1. Number of Directors………………………………………………………………………………………………………………………. 7
  2. Election and Appointment…………………………………………………………………………………………………………….. 7
  3. Three Year Staggered Term…………………………………………………………………………………………………………… 7
  4. Removal of Directors by Members………………………………………………………………………………………………… 8
  5. Vacancies on Board……………………………………………………………………………………………………………………….. 8
  6. Remuneration………………………………………………………………………………………………………………………………… 8
  7. Powers of Directors……………………………………………………………………………………………………………………….. 8
  8. Directors’ Interest………………………………………………………………………………………………………………………….. 9
  9. Delegation of Powers…………………………………………………………………………………………………………………….. 9

MEETINGS OF DIRECTORS

  1. Calling of Meetings………………………………………………………………………………………………………………………… 9
  2. Place of Meetings………………………………………………………………………………………………………………………….. 9
  3. Notice of Meeting and Waiver of Notice……………………………………………………………………………………….. 9
  4. First Meeting of New Directors……………………………………………………………………………………………………. 10

PROCEEDINGS OF DIRECTORS

  1. Quorum……………………………………………………………………………………………………………………………………….. 10
  2. Chairman……………………………………………………………………………………………………………………………………… 10
  3. Votes to Govern…………………………………………………………………………………………………………………………… 10
  4. Meetings by Telephone……………………………………………………………………………………………………………….. 10
  5. Resolution in Writing…………………………………………………………………………………………………………………… 11

COMMITTEES

  1. Executive Committee…………………………………………………………………………………………………………………… 11
  2. Other Committees of Directors……………………………………………………………………………………………………. 11
  3. Transaction of Business……………………………………………………………………………………………………………….. 12
  4. Procedure…………………………………………………………………………………………………………………………………….. 12
  5. Termination of Committee Membership…………………………………………………………………………………….. 12

OFFICERS

  1. Appointment……………………………………………………………………………………………………………………………….. 12
  2. President……………………………………………………………………………………………………………………………………… 12
  3. Vice-President……………………………………………………………………………………………………………………………… 12
  4. Secretary……………………………………………………………………………………………………………………………………… 13
  5. Treasurer……………………………………………………………………………………………………………………………………… 13
  6. Powers and Duties of Other Officers…………………………………………………………………………………………… 13
  7. Variation of Powers and Duties…………………………………………………………………………………………………… 13
  8. Term of Office……………………………………………………………………………………………………………………………… 13

BUSINESS OF THE ASSOCIATION

  1. Minutes……………………………………………………………………………………………………………………………………….. 14
  2. Corporate Seal……………………………………………………………………………………………………………………………… 14
  3. Financial Year………………………………………………………………………………………………………………………………. 14
  4. Execution of Instruments…………………………………………………………………………………………………………….. 14
  5. Banking Arrangements………………………………………………………………………………………………………………… 14
  6. Auditors……………………………………………………………………………………………………………………………………….. 15

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

  1. Limitation of Liability…………………………………………………………………………………………………………………… 15
  2. Indemnity…………………………………………………………………………………………………………………………………….. 15

NOTICES

  1. Manner of Giving Notice……………………………………………………………………………………………………………… 16
  2. Manner of Signing Notice……………………………………………………………………………………………………………. 16
  3. Computation of Time…………………………………………………………………………………………………………………… 16
  4. Omissions and Errors…………………………………………………………………………………………………………………… 17
  5. Waiver of Notice………………………………………………………………………………………………………………………….. 17
  6. Private Company………………………………………………………………………………………………………………………….. 17

 

 

 

 

 

 

ARTICLES OF ASSOCIATION OF

 Downtown Camrose Development Ltd.

  1. Application

 

The regulations contained in Table A in the Companies Act, R.S.A. 1980, c.C-20, and any amendments thereto or regulations hereafter passed in substitution therefor shall not apply to the Association.

INTERPRETATION

  1. Definitions

 

  • In these Articles, including this clause, unless the context or subject-matter requires a different meaning;
  • “Annual General Meeting” means the regular General Meeting required by the Companies Act to be held annually;
  • “Articles” means these Articles of Association as amended from time to time;
  • “Association” means Downtown Camrose Development Ltd.;
  • “Board” means the Board of Directors of Downtown Camrose Development Ltd.,
  • “City” means the City of Camrose;
  • “Council” means the Council of the City of Camrose;
  • “Extraordinary General Meeting” means any General Meeting other than an Annual General Meeting;
  • “General Meeting” means a meeting of the members;
  • “Area Member” means a person referred to in Article 5;
  • “Person” includes an individual, a partnership and a corporation whether created by act of the Legislature of Alberta or otherwise;
  • “Representative” means an individual appointed by a member pursuant to Article 5;
  • “The Companies Act” means the Companies Act, R.S.A. 1980, c. C-20, as amended from time to time.
  • “Business Revitalization Zone” there is hereby established in the City a Business Revitalization Zone to be known as Downtown Camrose being an area bounded by 45 Street and 46 Street on the east, 53 Street on the west, Highway 13 (48 Avenue) on the south, and the CP Railway on the north;
  • “Municipal Government Act”, being Chapter M-26, R.S.A. 2000 and regulations thereto, provides for the establishment of a Business Revitalization Zone;
  • “Levy” The Council shall authorize by By-Law, the levy, on all business assessments in the Downtown Camrose, of a uniform rate that the Council considers sufficient to raise the amount required for the purpose funding the organization. Any levy imposed may be collected in the same manner and with the same remedies as provided in the Municipal Government Act, R.S.A. 2000, Chapter M-26, and amendments thereto, for the collection of taxes or business assessments.
  • Words which have a special meaning assigned to them in the Companies Act have the same meaning in these Articles.
  1. Headings

The headings used throughout these Articles are inserted for reference purposes only, and are not to be considered or taken into account in construing the terms or provisions of any Article nor to be deemed in any way to qualify, modify or explain the effect of any such terms or provisions.

REGISTERED OFFICE

  1. Place of Registered Office

The Board from time to time may change the place within the Province of Alberta at which the Registered Office is situated or fix the address of such Registered Office.

MEMBERS

  1. Persons Entitled to be Members
  • The members of the Association shall be:
  1. all businesses present in the business revitalization zone that are required to pay the levy as determined by Municipal Council.
  2. all persons and businesses in the zone that have a right to participate due to their ownership of land and buildings, and
  3. extraordinary members, residents of legal age within the City of Camrose that participate through non-binding recommendations to the Board of Directors
  • The Association shall send a letter to each of the current participants in the group known as the “Downtown Camrose Development Ltd.” advising them of the incorporation of the Association and of their entitlement to be members therein.

 Cessation of Member

 A member shall cease to be a member, when their business operation is no longer within the business revitalization zone or not in good standing.

MEETING OF MEMBERS

  1. Annual General Meeting

An Annual General Meeting of the Association shall be held annually at such time as may be determined in accordance with the provisions of the Companies Act or by the Board.

  1. Extraordinary General Meetings

Extraordinary General Meetings of the Association may be convened by the Board whenever they think fit or may be convened upon the requisition of the members in the manner provided in the Companies Act for the convening of extraordinary general meetings.

  1. Place of Meeting

Meetings of members shall be held at such place within the Province of Alberta as may be determined by the Board.

  1. Notice of Meetings

Where it is proposed to pass a special resolution at a General Meeting, such notice as is required to be given by the Companies Act, and in all other cases, at least seven days’ notice specifying the place, the day and hour of a General Meeting and, in cases of special business, the general nature of such business, shall be given to the members at such meeting in the manner hereinafter mentioned.

  1. Omissions and Errors

The accidental omission to give notice to any such member, or the non-receipt by any such member of such notice or any error in any notice not affecting the substance thereof shall not invalidate the proceedings at any General Meeting held pursuant to such notice or otherwise founded thereon.

  1. Waiver of Notice

At any General Meeting, if all the members are present, either in person or by proxy, they may waive the necessity of giving any previous notice of such meeting and an entry in the minutes of such meeting of such waiver shall be sufficient evidence of the due convening of the meeting.

PROCEEDINGS AT GENERAL MEETINGS

  1. Annual Meetings

The business of an Annual General Meeting shall be to receive and consider the financial statement prepared in accordance with the Companies Act, the election of the Board and to transact any other business which under these Articles and the Companies Act ought to be transacted at an Annual General Meeting.  Remuneration of an auditor or auditors shall be fixed by the Board.

  1. Quorum

For all purposes, the quorum for a General Meeting shall be a simple majority of the number of members of the Association.  No business shall be transacted at a General Meeting unless the requisite quorum shall be present at the commencement of the business.

  1. Proxies

Each member may by means of proxy appoint a proxy holder, or one or more alternate proxy holder, to attend and act at the meeting in a manner and to the extent authorized and with the authority conferred by such proxy.  A proxy shall be in writing executed by the member or his attorney authorized in writing and shall conform with the requirements of the Companies Act.  A proxy is valid only at the meeting in respect of which it is given or at any adjournment thereof and may be revoked in accordance with the provisions of the Companies Act.

  1. Adjournment

If fifteen minutes after the time appointed for the holding of a General Meeting a quorum is not present, the members present or represented by proxy shall adjourn the meeting to the same day in the next week at the same time and place; and if at such adjourned meeting a quorum is not present, those members who are present or represented by proxy shall be deemed to be a quorum, and may transact all business which a full quorum might have done.

  1. Chairman, Secretary and Scrutineers

The President shall preside as Chairman at every General Meeting and in the President’s absence a Vice-President, and if none of these are present, or if at any meeting, they are not present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose a member of the Board present to be Chairman, or if no member of the Board shall be present and willing to take the Chair, the members present shall choose one of their number to be Chairman.  If the Secretary of the Association is absent, the Chairman shall appoint some person, who need not be a member, to act as Secretary of the meeting.  One or more scrutineers, who need not be members, may be appointed by ordinary resolution of the members or by the Chairman with the consent of the meeting.

  1. Adjournment of Meeting

The Chairman may adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

  1. Voting and Procedure
  • Each member shall be entitled to 1 vote on any matter which requires or allows the voting of members in these Articles.
  • At every General Meeting every question shall be decided in the first instance by a show of hands, unless before or upon the declaration of the result of the show of hands, a poll be demanded by at least two members present in person or represented by proxy, or as may in special instances be required by the Companies Act. A declaration by the Chairman that a resolution has been carried or carried by a particular majority, or lost, or not carried by a particular majority shall be conclusive and an entry to that effect in the Minute book of the Association shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
  1. Polls
  • If a poll be demanded in the manner above mentioned, it shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded. For the purposes of any such poll, the Chairman of the meeting shall appoint one or more scrutineers with authority and power to conduct such poll, to canvas the votes of the members and proxies and to examine into the qualification of the voters.  In the case of any dispute as to the admission or rejection of a vote by the scrutineers, the Chairman of the meeting shall determine the same and such determination made in good faith shall be final and conclusive.  A demand for a poll may be withdrawn.
  • A poll may be demanded upon the election of a Chairman, or upon a question of adjournment, and such poll shall be taken forthwith without adjournment. Any business other than that upon which a poll has been demanded may be preceded with pending the taking of the poll.
  1. Votes to Govern

At any General Meeting every question shall, unless otherwise required by some provision of these Articles or the Companies Act, be determined by a majority of votes cast on the question.  In the case of an equality of votes at any General Meeting, whether upon a show of hands or on a poll, the Chairman shall be entitled to a second or casting vote.  Upon a show of hands or on a poll, each member present in person or represented by proxy shall have one vote.

  1. Persons Entitled to be Present

The only persons entitled to be present at a General Meeting shall be the representatives or proxies of the members, the auditor of the Association, counsel for the Association and any Director or officer of the Association who is not a member.  Any other person may be admitted only on the invitation of the Chairman or with the consent of the meeting.

  1. Meetings by Telephone

If all the members consent, a member may participate in a meeting of the members by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other and a member participating in such a meeting by such means is deemed to be present at the meeting.  Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the members.

  1. Resolutions in Writing

Notwithstanding anything to the contrary in the Articles, a resolution assented to and adopted in writing under the hands of all the members, though not passed at a General Meeting, shall be of the same force and effect as if it had been duly passed at a General Meeting duly convened, and no previous notice, or convening of any General Meeting for the purpose of passing such resolution, shall in such case be deemed to have been necessary whether the business transacted thereat is special or not, and a member may signify his assent to such resolution in writing under his hand or by electronic means.

DIRECTORS

  1. Number of Directors

A Board of Directors, as determined from time to time by the Membership, shall manage the affairs of the Association.  They shall not act other than in accordance with Article 33.

  1. Appointment of Directors

 The Board of Directors shall consist of thirteen (13) members as follows:

  • One (1) member from Council, serving as liaison to Downtown Camrose and
  • Up to twelve (12) members from Downtown Camrose.

The twelve (12) area members shall be nominated by persons in Downtown Camrose who are shown on the current assessment roll of the City as being assessed for business assessment with respect to Downtown Camrose Ltd.

All members of the Board shall be appointed by resolution of the Council.

At no time shall the Board consist of less than six (6) members.

 

  1. Term of Office

The term of office for all members shall be for a three (3) year period.

The terms shall be staggered to expire in alternating years.

No time limit will be imposed on the number of consecutive terms a Board member can serve.

Any member may resign from the Board at any time upon sending written notice to Council to that effect.

Where a member ceases to be a member of the Board before the expiration of the designated term, Council may appoint another eligible person for the unexpired portion of such member’s term.

 At each annual General Meeting there shall be elected the Directors to replace those Directors whose term of office expires at the end of that meeting and each Director so elected shall hold office until the close of the next annual General Meeting after such Director’s election or appointment.  At any General Meeting at which an election of Directors ought to take place, if such election does not take place, the retiring Directors shall continue in office until Directors have been elected at a subsequent General Meeting.  A retiring Director, if qualified, may run for re-election.

28        Removal of Directors by Members

Any member may be removed from the Board by resolution of Council at any time.

29        Vacancies on Board

If a member replaces its representative pursuant to Article 5(3) and if that representative is also a Director, then the newly appointed representative of the member shall be the interim Director for the balance of that Director’s term.

  1. Remuneration

A Director shall not be paid any compensation by the Association for his services as a Director.  The Board, may by ordinary resolution, reimburse a Director for some or all reasonable out-of-pocket expenses necessarily incurred by the Director in the performance of any services requested by the Board and extraordinary to the regular duties of a Director.

  1. Powers of Directors

The management of the activities of the Association shall be vested in the Directors who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not hereby or by statute expressly directed or required to be exercised or done by the Association in General Meeting but, subject nevertheless to the provisions of the Companies Act and of these Articles and to any regulations, from time to time made by the members in General Meeting provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

32        Directors’ Interest

A Director who is a party to, or who is a Director or officer of, or has a material interest in any person who is a party to, a proposed contract or arrangement with the Association shall disclose the nature and extent of his or her interest at the meeting of the Board at which the contract or arrangement is first taken into consideration, or if the Director is not at the date of that meeting interested in the proposed contract or arrangement, at the next meeting of Directors held after the Director becomes so interested, and in a case where the Director becomes so interested in a contract after it is made or entered into, the disclosure of the Director’s interest shall be made at the first meeting of the Board held after he or she becomes so interested.  A Director shall not vote on any contract or arrangement so disclosed and shall leave the meeting during any discussions regarding such contract or arrangement.

33        Delegation of Powers

The Board may from time to time delegate to a committee of the Directors, a Director or an officer of the Association or any other person as may be designated by the Board, all or any of the powers conferred on the Board by these Articles, now or hereafter existing, or by the Companies Act to such extent and in such manner as the Board may determine at the time of such delegation.

MEETINGS OF DIRECTORS

  1. Calling of Meetings

Meetings of the Board may be summoned at any time by the Secretary, at the request of the President, a Vice-President, or a Director.

  1. Place of Meetings

Meetings of the Board or of any committee of Directors may be held at any place in the Province of Alberta.

  1. Notice of Meeting and Waiver of Notice

Notice of the time and place of each meeting of the Directors shall be given to each Director verbally, or in writing, by telephone or any other means of communication, not less that forty-eight hours before the time when the meeting is to be held.  A notice of a meeting of Directors shall specify such matters to be dealt with at the meeting as are required by the Companies Act to be specified therein but need not specify the purpose of or the business to be transacted at the

Notice of Meeting and Waiver of Notice (continued)

 meeting.  A Director may in any manner and at any time waive notice of or otherwise consent to a meeting of the Directors.

  1. First Meeting of New Directors

Notwithstanding anything to the contrary in these Articles contained, for the first meeting of the Board, held immediately after the election of Directors at a General Meeting, no formal notice of such meeting of the Board shall be necessary provided that a quorum of Directors be present.

PROCEEDINGS OF DIRECTORS

  1. Quorum

The Board may meet together to conduct the business of the Association, adjourn and otherwise regulate its meetings as it shall think fit.  For the transaction of business, a simple majority shall constitute a quorum.  Notwithstanding any vacancy in the Board, a meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion by or under these Articles for the time being vested in or exercisable by the Board.

  1. Chair

The President of the Association, or in the President’s absence, a Vice-President shall be the Chair of any meeting of the Directors and if none of these persons be present, or if such persons decline to act, the Directors present shall choose one of their numbers of be Chair.

  1. Votes to Govern

Questions arising at any meeting shall be decided by a majority of votes; in the case of an equality of votes, the Chair of the meeting shall have a casting vote.

  1. Meetings by Electronic Media

If all the Directors consent, a Director may participate in a meeting of the Directors or of a committee of the Directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.  Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Directors and of committees of the Directors held while a Director holds office.

  1. Resolution in Writing

A resolution signed by all the members of the Board, as such, shall be as valid and effectual as if it had been passed at a meeting of the Board, duly called and constituted, and shall be entered in the Minute Book of the Association accordingly, and shall be held to relate back to any date therein stated to be the date thereof.

COMMITTEES

  1. Executive Committee

The Directors shall elect an Executive Committee consisting of no less than four Directors, one of each shall be the President, Vice-President, Secretary, and Treasurer, or such larger number of Directors as the Directors may from time to time determine to hold office until their successors are appointed.   The Executive Committee shall meet at such times as the members shall determine.  Notice of any meeting may be given personally or by telephone or in any other manner provided in these Articles or in the Companies Act.  During the intervals between meetings of the Directors, the Executive Committee shall possess and may exercise (subject to any restrictions contained in the Companies Act or imposed from time to time by the Directors) all of the powers of the Directors to manage the business and affairs of the Association in such manner as the Executive Committee shall deem to be in the best interests of the Association.  All proceedings of the Executive Committee shall be open to the examination of the Directors and shall be reported to the Directors if and when the Directors so direct.  The Directors may from time to time remove any member from the Executive Committee and may also from time to time fill any vacancy, which may occur in the membership of the Executive Committee.

 

  1. Other Committees of Directors

The Directors may appoint one or more other committees of Directors, however designated, and delegate to such committees any of the powers of the Directors except those which, under the Companies Act, a committee of Directors has no authority to exercise.

  1. Transaction of Business

The powers of a committee of Directors may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee.  Meetings of committees may be held at any place in the Province of Alberta.

  1. Procedure

Unless otherwise determined herein or from time to time by the Directors, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its Chairman and to regulate its procedure.

  1. Termination of Committee Membership

Any Director who ceases for any reason to be a Director shall, upon ceasing to be a Director, thereupon also cease to be a member of each and every committee of Directors.

OFFICERS

  1. Appointment

The Directors may appoint/elect a President, Vice-President, Secretary, and Treasurer and may appoint/elect such other officers as the Directors determine are necessary.  The Directors may specify the duties of and, in accordance with these Articles and subject to the provisions of the Companies Act, delegate to such officers’ powers to manage the business and affairs of the Corporation.  Subject to this Article and Article 51, an officer may but need not be a Director and one person may hold more that one office.

  1. President

The President shall be a Director, shall be the chief executive officer of the Association, shall (subject to the authority of the Directors) have general supervision of the business of the Association and shall have such other duties and powers as the Directors may specify and delegate from time to time.  The President shall at all reasonable times give to the Directors, or any of them, all information they may require regarding the affairs of the Association.

  1. Vice-President

The Vice-President shall be a Director and have such duties and powers as the Directors may specify and delegate.

  1. Secretary

The Secretary shall be a Director, and his/her duties as Secretary shall be to attend and be the Secretary of all meetings of the Directors, members and committees of Directors and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat, shall give or cause to be given, as and when instructed, all notices to members, Directors, officers, auditors and members of committees of Directors, shall be the custodian of the corporate seal of the Association, and shall have such other powers and duties as the Directors may specify and delegate.

  1. Treasurer

The Treasurer shall be a Director and his/her duties as Treasurer shall be to keep proper accounting records, to be responsible for the deposit of money and disbursement of funds of the Association, to render accounts of all transactions and financial position of the Association to the Directors, to safe keep all books, records and documents of the Association (except where some other arrangement is made) and to have such other duties as the Directors may determine.

  1. Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Directors may specify and delegate.  Any of the duties and powers of an officer to whom an assistant has been appointed may be exercised and performed by such assistant unless the Directors otherwise direct.

  1. Variation of Powers and Duties

The Directors may from time to time vary, add to or limit the duties and powers of any officer.

  1. Term of Office

The Directors may at any time, in their discretion, remove any officer of the Association without prejudice to such officer’s rights under any employment contract.  Otherwise each officer appointed by the Directors shall hold office until his successor is appointed.

 

 BUSINESS OF THE ASSOCIATION

  1. Minutes

The Board shall cause minutes to be made in books provided for that purpose:

  • of all appointments of officers made by the Board;
  • of the names of the Directors present at each meeting of the Board and of any committee of Directors;
  • of all resolutions and proceedings of all General Meetings and meetings of the Board and of the Executive Committee.
  1. Corporate Seal

The Association may have a corporate seal of such design as may be approved by the Board.

  1. Financial Year

The financial year of the Association shall terminate on such date as may be determined from time to time by resolution of the Directors.

  1. Execution of Instruments

Any documents which are to be executed on behalf of the Association but which do not require a corporate seal shall be executed by the President and Secretary or by such officer of the Association, or such other person or persons as may be authorized, from time to time, by the Board.  The corporate seal shall be affixed to all documents requiring execution under the corporate seal of the Association by the President and Secretary or by such officer of the Association or such other person or persons as may be authorized, from time to time by the Board.

  1. Banking Arrangements

The banking business of the Association including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Directors.  Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Directors may from time to time prescribe or authorize.

  1. Auditors

The Association at each General Meeting may appoint one or more auditors to hold office until the close of the next General Meeting and, if any appointment is not so made, the auditor in office shall continue in office until a successor is appointed.  The Directors may fill a casual vacancy in the office of auditor but while the vacancy continues the surviving or continuing auditor, if any, may act.  The Association, in General Meeting by special resolution, may remove any auditor before the expiration of the term of office, and by ordinary resolution may appoint another auditor in its stead for the remainder of the term.  The remuneration of the auditors shall be fixed by the Board.

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

  1. Limitation of Liability

No Director or officer shall be liable for the acts, receipts, neglects or defaults of any other Director, officer or employee, or for joining in any receipt of other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgement or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in the executive of the duties of his or her office or in relation thereto, provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with the Companies Act and the regulations thereunder or from liability for any breach thereof.

  1. Indemnity

Subject to the limitations contained in the Companies Act, the Association shall (and does hereby) indemnify a Director or officer, a former Director or officer, or a person who acts or acted at the Association’s request as a Director or officer of the Association and his or her heirs and legal representatives, against all costs, charges and expenses.  Including an amount paid to settle an action or satisfy a judgement, reasonably incurred in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Director or officer of the Association if:

  • he or she acted honestly and in good faith with a view to the best interests of the Association; and
  • in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that such contact was lawful.

 

NOTICES

  1. Manner of Giving Notice

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Companies Act, the regulations thereunder, these Articles or otherwise to a member, Director, officer, auditor or member of a committee of Directors shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his or her recorded address or if mailed to the recorded address by prepaid mail or if sent to the recorded address by means of facsimile.  A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given on the second business day following that upon which the letter and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when actually transmitted by the person giving such notice.  The Secretary shall change or cause to be changed the recorded address of any member, Director, officer, auditor or member of a committee of the Directors in accordance with any information believed by him to be reliable.

  1. Manner of Signing Notice

The signature to any notice to be given by the Association may be written, printed or otherwise mechanically reproduced.

  1. Computation of Time

In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

  1. Omissions and Errors

The accidental omission to give any notice to any member, Director, officer, auditor or member of a committee of Directors or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

  1. Waiver of Notice

Any member (or duly appointed proxy holder), Director, officer, auditor or member of a committee of Directors may at any time waive any notice, or waive or abridge the time for any notice, required to be given under any provision of the Companies Act, the regulations thereunder these Articles or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be.  Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the Directors, which may be given in any reasonable manner.

  1. Private Company

Notwithstanding anything to the contrary, either expressly or implied, contained in these Articles, the Association shall be a “private company” within the meaning of the Companies Act and the following provisions shall have effect and be applicable thereto, namely,

  • any invitation to the public to become members or to subscribe for any debentures of the Association shall be prohibited; and
  • limits the number of its members to 50 or less (exclusive of persons who are in the employment of the company, and of persons who, having been formerly in the employment of the company, were while in that employment and have continued after the termination of that employment to be members of the company.
  • the transfer of any interest of a member in the Association shall be prohibited

 

 

 

 

 

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