Last Revision Date: May 22nd, 2016
Limerick Waterways Ratepayers Association (LWRA) BY-LAWS
The Limerick Waterways Ratepayers Association (LWRA) is an association of cottagers on Limerick, St. Ola, and other adjacent lakes and waterways within Limerick Township. The organization was started in 1971 and incorporated in 1976. Its objectives are:
1. To protect the environment, water quality and general quality of cottage life for our members;
2. To work with Limerick Township, Hastings County, and the Province of Ontario in the interests of our members;
3. To promote the mutual assistance of our members and to enhance social relationships among our members and others;
4. To promote and protect the interests of cottagers on Limerick, St. Ola and Mephisto Lakes and the connecting waterways;
The Association shall be called “Limerick Waterways Ratepayers Association” (LWRA).
The head office of the corporation shall be at such place as the directors may from time to time determine.
Membership is available to those who own property within the designated area, family members, and associates appointed by the property owners(s).
Membership carries with it the right to two (2) voting representatives, per registered property owner, at any meeting of the association. These persons should be referred to as “Voting Members”
Voting Members are represented by any of the following, totalling two people:
Registered property owner in the jurisdiction, and/or family member(s) and/or an associate(s) appointed by the property owner
If the property owner wishes the second vote to be other than a direct family member, the LWRA secretary must receive written notification of this at least 1 weeks prior to any LWRA meeting
The membership year runs on a calendar year from Jan. 1 to Dec. 31st.
Membership fees are payable to LWRA (Limerick Waterways Ratepayers Association). Dues are payable by cheque, cash, or electronically via pay-pal or its equivalent.
A member deemed in default shall automatically lose his/her membership until such time as dues have been paid in full.
The directors shall set the annual membership fee by resolution. The directors have the right to set and change the amount.
The year shall commence on January 1.
The year-end financial position and results of operations for the period then ended should be reviewed and approved by the Board of Directors annually and presented to the membership at the Annual General Meeting (AGM).
An Annual General Meeting shall be held on a date to be fixed by the Directors for the purpose of reporting to the membership, electing Directors for the ensuing term, and for the transaction of any other business.
All Directors shall be nominated and elected at an Annual Meeting. The term of office is three years. Three of the total eleven directors will be elected each year according to a three-year rotation administered by the President.
Names of new Directors may also be brought forward by existing Directors. If needed, new Directors may be instated as interim Directors by the existing board assuming a quorum and a majority vote of approval
Prospective Directors brought forward in this manner will attend at least one meeting prior to the existing board voting to make them an “interim” Director
Interim directors would be approved at the next Annual AGM
Fourteen days written notice prior to the Annual General Meeting shall be sent either by regular mail, facsimile transmission, or electronic mail transmission to each member of any Annual or special general meeting of members.
Fifty percent of attending members shall constitute a quorum for the holding of the Annual General Meeting.
Each voting member shall have one vote at the Annual General Meeting or any other general or special meeting, provided that, if it is a new membership, the membership has been in good standing for 30 days prior to the Annual General Meeting, or if it is an existing membership, that the membership is in good standing prior to the vote. Motions shall be determined by a simple majority of votes on a show of hands or by secret ballot when required.
In electing Directors, where more than the required number of Directors are nominated and stand for election, the election shall be by secret ballot.
Five members of the Association whose memberships are in good standing may ask the directors to call a general meeting of the members for any purpose connected with the affairs of the Association that is not inconsistent with The Corporations Act.
The request for the meeting must state the general nature of the business to be presented at the meeting, shall be signed by the members requesting the meeting, and shall be sent to the members of the executive.
Upon receipt of the request, the directors shall call forthwith the meeting of the members for the transaction of the business stated in the request.
If within 35 days from the date of the deposit of the request, the directors do not call and hold the meeting, any of the requesting members may call such meeting, which shall be held within 60 days from the date of the deposit of the request.
DIRECTORS AND OFFICERS
The Board of Directors shall consist of 11 Directors.
There may be no more than one director per property.
The Officers shall consist of a President, Vice President, Past President, Secretary and Treasurer. Officers will be elected at the next Board of Directors meeting following the Annual General Meeting.
The President’s length of term is a minimum of 2 years and a maximum of 3 years. Length of term for other officers is a minimum of 2 years but may be extended at the discretion of the board.
Between Annual General Meetings, the Board of Directors is responsible to the membership for the management and conduct of the affairs, funds, and property of the Association. They will:
Elect officers and members and chairpersons of committees
Constitute new committees
Authorize necessary expenditures and make contracts
Authorize the borrowing of money and banking
Appoint signing officers, employees and/or agents
51% of the Directors shall constitute a quorum for the transaction of business of the Directors provided a reasonable effort has been made to have a meeting of all the Directors. Motions in meetings of the Directors shall be decided by simple majority of the votes cast. In the event of a tie, the President’s vote can be used to break the tie. Any director may participate in a meeting of the board of directors by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.
The Directors shall make every effort to meet a minimum of 4 times per year. Additional meetings will be scheduled as needed. While summer meetings will typically take place in person and on the long weekends of May, July and August, meetings may be conducted in person or via electronic conference calls.
Any 3 of 11 directors (or 30% of existing directors), whichever is less, may request a meeting of the Board of Directors.
Directors shall serve without remuneration, salary, or profit form the position of director. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties.
All Directors and officers of the Association and their heirs, executors, administrators, and their estates and effects respectively, shall at all times be indemnified and saved harmless out of the funds of the Association from and against:
All costs, charges and expenses which the Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for, or in respect of, any act, deed, matter or things whatsoever made, done or permitted by him or her or about the execution of the duties of his or her office.
All other costs, charges, and expenses which the Director or Officer sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.
The Association may also indemnify any Director in such other circumstances as the Law may permit or require. Nothing in this By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-Law to the extent permitted by Law.
The funds of the Association shall be in the keeping of the Treasurer who shall deposit these in a chartered Canadian Bank or Trust Company and shall make payments for the Association on the said bank account(s), with the exception of petty cash payments for which the Treasurer will account by voucher.
The Directors may appoint Standing Committees and Special Committees as required, e.g. Picnic and Barbeque; Septic, Boat Safety etc.
Amendments to these By-Laws are to be approved at the Annual General Meeting, or at any general meeting properly called. Members must be notified at least two (2) weeks before the meeting. Any amendment to the By-Laws must be passed by a fifty percent of members present at the general membership meeting.
The board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Association. 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 the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the 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 members at the next meeting of members or if it is rejected by the members at the meeting.