President:
Past President
Vice President
Treasurer
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Manley
McLachlan
Rob Phillips
Pat Macavoy
Brian Booth |
Directors: |
Cheryl Aramenko, John Day, Kristy Arnstead, Rick Chapman,
Rick Lokken
Joe Monohan
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WASKESIU CABIN OWNERS' ASSOCIATIONS Inc.
BYLAWS
WHEREAS Waskesiu
Cabin Owners' Association Inc. was incorporated under The Non-Profit
Corporations Act on the 8th day of December, 1989;
WHEREAS the Association enacted bylaw
No. I during July, 1987;
AND WHEREAS the Association wishes to repeal such bylaw and replace
it with this bylaw:. THEREFORE, the Association makes bylaws
as follows:
ARTICLE I - TITLE
These bylaws may be cited as the Bylaws of Waskesiu Cabin Owners'
Association Inc.
ARTICLE II - INTERPRETATION
2.1 DEFINITIONS
In these bylaws. unless the context otherwise requires:
a)"Association" means Waskesiu Cabin Owners'
Association Inc.;
b) "Cabin" means a Cabin commonly known as a
'portable cabin' located in the area of Prince Albert National
Park between Tamarak Road and Waskesiu Drive;
c) 'Cabin Owner' means a person who owns a Cabin;
d) 'Act' means The Non-Profit Corporations Act of Saskatchewan
and the regulations thereto, as amended from time to time,
e) 'Board' means the board of directors of the Association
as described in Article 6 of these Bylaws;
f) 'Directors' means a member of the Board;
g) 'Member" means a member in good-standing of the
Association;
2.2 INCORPORATION BY REFERENCE
The definitions in the Act on the date these Bylaws become effective
are incorporated herein by reference to tie extent that they are
not inconsistent with the definitions contained in this Article.
2.3 GENDER
Words importing the singular include the plural and vice versa,
words importing the masculine gender shall include the feminine
gender, and words importing persons include individuals. corporations,
partnerships. trusts and unincorporated organization.
ARTICLE III - OBJECTS
The objects of the Association are:
a) To work with officials of Prince Albert National Park
towards maintenance and improvement of Cabins and the areas on
which Cabins are located;
b) To promote better acquaintance,
understanding and cooperation' among Cabin Owners;
c) to provide a forum for the discussion and dissemination
of information on matters of interest to Cabin Owners; and
d) To do all such other things as may be incidental or
conducive to the attainment of the objectives and the exercise
of the powers of the Association.
ARTICLE IV - MEMBERSHIP
4.1 GENERAL
The membership of the Association shall be composed of those Cabin
Owners eighteen (18) years of age and over, who have paid all
the Association dues, with a limit of one Member per Cabin.
4.2 RIGHTS An DUTIES of MEMBERS
Every member shall:
a) uphold the Articles and Bylaws of the Association.
b) Be entitled to have and to exercise all the powers and
rights of a Member under the provisions of the Act and. without
limiting the generality of the foregoing, be entitled to receive
notice of and to vote at all meetings of the Members of the Association;
and
c) Pay- such annual Membership dues. fees or assessments
as may be determined in accordance with the provisions of these
Bylaws.
4.3 DURATION OF MEMBERSHIP
All Members holding valid title to Cabins may maintain their Membership
is the Association by the payment of all Membership dues, fees
or assessments.
4.4 CEASING TO BE A MEMBER
a) A person shall cease to be a Member of the Association:
i) By delivering his resignation in writing to the President
of the Association or by mailing or delivering it to the address
of the Association;
ii) On transferring his rights of title to a Cabin; .
iii) On being expelled by resolution of the Board, or by
resolution of the Members; or
iv) By failing to pay such Membership dues, fees or assessments
as may be determined by the Board in accordance with the provisions
of these Bylaws;
b) Upon termination of Membership for cause or otherwise,
a Member is not entitled to any refund of membership does, fees
or assessments which have been paid.
4.5 SUSPENSION OR EXPULSION
b) The Board may suspend or expel any Member for,
i) Default in the payment of dues fees or assessments levied
in accordance with these Bylaws; or
ii) Any cause, conduct or behaviour which in the opinion
of the Board is inimical to the best interests of the Association
or its Members or for failure to comply with these Bylaws or a
direction of the Board or the Association.
b) A Member who is suspended or expelled shall not have
any right to vote nor shall he bold any of €ice or. position
in the Association daring tie period of his suspension or upon
expulsion, but, while suspended, shall continue to be bound by
the duties and obligations of Membership as defined in these Bylaws.
c) A suspended Member may be reinstated upon a vote of
the Board.
4.6 DUES, FEES AND ASSESSMENTS
The dues, fees or assessments, if any, payable by the Members
shall be am determined by the Board from time to time.
ARTICLE V - MEETING Of MEMBERS
5.1 ANNUAL GENERAL MEETINGS
a) An annual general meeting of Members shall be held in
the month of June or July in each year at a time and place is
Prince Albert National Park to be fixed at the previous annual
meeting of the Association or by the Board.
b) The business to be conducted at the annual general meeting
of the Association shall be to receive the reports and statements
required by the Act to be placed before the meeting, the election
of Directors. the appointment of auditor, if required, and the
transaction of such other business as may be properly brought
before the meeting.
5.2 SPECIAL GENERAL MEETINGS
The President shall have the power to call a special general meeting
of Members at any time, the general nature of which shall be specified
in a notice calling the meeting which shall be in the form required
under this Article. Upon the written request of not less than
fifty-one percent (51%) of the Members entitled to vote at a meeting
of Members, the President shall call a special general meeting
of the Association.
5.3 NOTICE OF MEETINGS
Notice of a general meeting shall be given to all Members not
less than fifteen (15) days prior to, the meeting date and shall
specify the place, date and hour of the meeting. and the general
nature of the business to be conducted it the meeting. Notice
of any meeting of Members or any irregularity is any such meeting
or in the notice thereof say be waived by any Member in any manner
and such waiver may be validly given either before or after the
meeting to which such waiver relates. Attendance of any Member
shall be deemed to constitute a waiver of notice of the meeting,
except where that Member at the opening of business of the meeting
states to the meeting that his attendance at the meeting is solely
for the purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called.
5. CHAIRMAN OF MEETINGS
The President of the Association or, in the absence of the President,
the Vice-President shall be the chairman of any meeting of Members.
If no such officer is presdent within fifteen (15) minutes of
the time fixed for holding the meeting, the Members present and
entitled to vote thereat are entitled to choose one of their number
to be chairman. The chairman of the meeting may with the consent
of the meeting adjourn any meeting of Members from time to time
to a fixed tine and place in Prince Albert National Park and,
subject to the Act, no notice of the time and place for the holding
of the adjourned meeting shall be required if the adjourned meeting
is held in accordance with the terms of adjournment and if a quorum
as constituted at the time of adjournment is present thereat.
Any business say be brought before or dealt with at any adjourned
meeting which might have been brought before or dealt with at
the original meeting is accordance with the notice calling the
same.
5.5 . QUORUM
a) Ten (10) Members personally present shall constitute
a quorum at any general meeting of the Association.
b) No business, other than the election of a chairman and
the adjournment or termination of the meeting, shall be conducted
at a general meeting at a time when a quorum is not present.
c) If at any tine during a general meeting there ceases
to be a quorum. present, business then in progress shall be suspended
until there is a quorum present or until the meeting is adjourned
or terminated.
d) If within thirty (30) minutes from the time appointed
for the meeting a quorum is not present, the meeting, if convened
on the requisition of Members, shall be terminated, but in any
other case, it shall stand adjourned to the same day in the next
week. at the same time and place, and if.,at the adjourned meeting.
a quorum is not -present within thirty (30) minutes from the time
appointed for the meeting, the Members present shall constitute
a quorum.
5.6 VOTING
a) A Member is not entitled to vote on a resolution unless
he is a Member is good standing in accordance with these Bylaws.
b) Voting by proxy is not permitted.
c) Voting shall be on the basis of one vote per Cabin.
d) Subject to the Act, resolutions or questions arising
at any meeting of Members shall be determined and will be passed
only by a majority of the votes cast by the Members on the resolution
or question. In the case of an equality of votes, the question
shall be decided in the negative.
e) Voting at a meeting of Members
shall be by show of hands except where a ballot is demanded by
a Member entitled to vote ait the meeting. At a meeting, unless
a ballot is demanded, a declaration by the chairman of tie meeting
that a resolution has been carried of carried unanimously or by
any particular majority. or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the
number or proportion of votes recorded is favour of or against
the motion.
ARTICLE V1 - NOTICES
6.1 METHOD OF GIVING NOTICE
A notice say be given to a Member. either by personally delivering
it or by mailing it to him at his address as set out on the records
of the Association. Any notice to be given will be sufficiently
given if delivered personally or if mailed by ordinary mail prepaid
from any post office. Any notice personally delivered shall be
deemed to have been given when delivered and any notice mailed
and properly addressed, shall be deemed to have been given on
the third business day following the date on which it was so mailed,
provided that if mailed, should there be, or between the time
of mailing and deemed receipt of the notice, a mail strike, slow
down or other labour dispute which might effect the delivery of
such notice by the mail, then such notice shall be only effective
if actually delivered.
The accidental omission to give any notice to any member, Director,
Officer or Auditor of the Association, if any, or the non-receipt
of any notice by Member, Director, Officer or Auditor 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.
6.2 WAIVER OF NOTICE
A Member, director, officer or auditor, if any, may waive any
notice required to be given to themselves eider any provision
of the Act or the Bylaws of the Association, and such waiver,
whether given before or after the meeting or other event of which
notice is required to be given, shall cure any default in giving
such notice.
ARTICLE VII - DIRECTORS
7.1 The business and affairs of the Association shall be
conducted and managed by the Board subject to these Bylaws and
all laws affecting the Association, the Board may exercise all
the powers to do all the acts, and things that the Association
may exercise and do, and many delegate to tie President or to
a committee of the Board, duties of the Board.
7.2 NUMBER Of DIRECTORS
The Board of Directors of this Association shall consist of eleven
(11) Members.
7.3 ELECTION AND TERM
The Board of Directors shall be determined as follows:
a) The President and Vice-president shall each be elected
for two (2) year terms.
b) The immediate Past President shall sit as a Member of
the Board until the next annual general meeting following the
retirement or resignation of the current President.
c) The terms of four (4) directors will expire each year,
Therefore, at each annual general meeting four (4) directors shall
be elected to replace those who are retiring.
d) Directors retiring from office shall be deemed to bold
office until the conclusion of the annual general meeting at which
they retire.
7.4 VACATION OF OFFI CE
The office of any Director shall be vacated upon the occurrence
of any of the following events: a) On death;
b) if the Director resigns from office in writing to the
President or Board of Directors of the Association;
c) If the Director is removed in accordance with Section
7.5 hereof;
d) If the Director sells or otherwise disposes of his interest
in his Cabin; or
e) If the Director fails to attend three. (3) consecutive
meetings of the Board, without the approval of the Board.
7.5 REMOVAL
The Members may, by . special resolution, remove a Director. elected
by the Members before the expiration of kill ten of office, land
may elect a successor to complete the term of office.
7.6 VACANCIES
a) The Board may- at any time and from tire to time appoint
a person as a Director to fill a vacancy on the Board of Directors.
b) . A Director. appointed to fill a vacancy on the Board
shall hold office until the next annual general meeting of the
Association or until his successor is elected.
7.7 MEETINGS Of THE BOARD
a) The President or Vice-president shall convene a minimum
of three (3) meetings of the directors on a regular basis in each
fiscal year, including the annual general meeting.
b) The President of the Association shall call a meeting
of the Board upon the request of any three (3) directors..
c) Notice of the time and place of every Board meeting
shall be given to each Director not less than two (2) weeks before
tie time the meeting is to be held, provided that notice of a
meeting shall not he necessary if all the Directors are
present or if those absent waive notice of. or otherwise signify
their consent to, such meeting being held A Director may participate
in a meeting of the board by means of conference telephone or
other communication facilities by means of which all directors
participating in such meeting can bear each other. A Director
participating is a Board meeting is accordance with this subsection
shall be deemed to be present at the meeting shall, unless disqualified
for any other reason, be counted in the quorum therefore and be
entitled to speak and vote thereat.
7.8 QUORUM
Six (6) Directors personally present shall constitute a. quorum
for the purpose of a meeting of the Directors. to meeting of the
Board shall be held unless a quorum is present. Where there is a
vacancy among the Directors, the remaining Directors may exercise
all, the .powers of the deemed to be constituted throughout the
continuance of the meeting: If a quorum is not present at the time
and place fixed for the meeting in the notice thereof, the meeting
shall' without further action,. stand adjourned to be convened on
the same day of the following week at the same place and at the
same time, and those present at the adjourned meeting shall constitute
a quorum,
7.4 CHAIRMAN of MEETINGS
The President, or in the absence of the President or at the request
of the President, the Vice-president shall act as chairman of all
meetings of the Board or. in the absence of the President and the
Vice-president, the Directors' shall choose one of their number
to be chairman. The chairman shall carry out such other duties as
may be required by the Hoard from time to time.
7.10 VOTING
a) At all meetings of the Board every Director present shall
be entitled to one (11 vote Subject to the provisions of these Bylaws.
every resolution or question shall be decided by a majority of the
votes case on tie resolution or question, provided that every resolution
or question has been approved by a majority of the Hoard of Directors.
b) In tie case of an equality of votes, the question shall
be decided in the negative.
7.I1 RESOLUTIONS IN WRITING
A resolution in writing signed by all the Directors and placed with
the minutes of the Board is as valid and effective as if regularly
passed at a meeting of the Board.
7.12 REMUNERATION
Directors shall not be compensated by the Association for being
or acting in their capacity as a Director or receive any other direct
or indirect profit from their office but a Director shall he reimbursed
for all expenses necessarily and reasonably incurred by them while
engaged in the affairs of the Association.
ARTICLE V111 - OFFICERS
8.1 APPOINTMENT Of OFFICERS
a) The President shall preside at all general meetings of
the Association officio a Berber of all committees.
b) The Vice-president shall perform the duties of the President
is its absence officio a Member of all committees.
c) The Directors may nominate for majority approval Committee
Chairpersons and be required. and shall assign duties to them.
d) The Secretary and treasurer are to be appointed from within
the Board of Directors, but in the event that candidate is not available
from within the Board, the Hoard may appoint someone from outside
tie Board.
and at all Directors meetings, and he shall be et or his inability
to act and be shall be ex such other Members of the Association
as may a suitable.
8.2 VACATION of OFFICE
The office of any Officer shall be vacated upon tae occurrence of
any o€ the following events: a) If the Officer resigns
from office by notice in writing to the Board;
b) if the Officer is removed in accordance with Section 8.3
hereof.
8.3 REMOVAL
the Board my be resolution remove any Officer before the expiration
of kin term of office, cad may appoint a successor to complete the
term of office.
8.4 VACANCIES
a) , the Directors my at any time and from time to time appoint
a person to fill a vacancy of office.
b) in Officer appointed to fill a vacancy of office shall
hold office at the pleasure of the Board.
ARTICLE IX - COMMITTEES
The President may appoint the following Standing Committees from
tie, Membership of the Directors:
a) Finance committee;
b) Membership committee;
c) Buildings and Grounds committee;
d) Long-range planning committee; and
e) Any such committee as the President or Board of Directors deems
necessary.
Unless otherwise stated in terms of reference, the term of office
of all committees shall terminate at the conclusion of the annual
general meeting.
ARTICLE X- RULES AND REGULATIONS
The Board may, from time to time, by resolution, establish, amend,
vary and abolish such rules aid regulations not inconsistent with
these .Bylaws relating to the management and. operation of the Association
as it deems expedient.
ARTICLE XI - BYLAWS
These Bylaws may only be amended or altered by. a. special, resolution
passed by the Members.
ARTICLE XII - AUDIT
a) The year end of the Association shall be December 31.
b) it each annual general meetings, upon recommendation of
the finance Committee, the Members my appoint Auditors to audit
the accounts of the Association.
c) The signing officers of the Association shall be any two
f2) of the President, Vice -Pies ident, Se cretary,and Treasurer.
ARTICLE XIII- N0NPROFIT PURPOSE
13.1 NOT FOR PROFIT
The Association shall not carry on a business, trade, industry or
profession for profit or gain except as incidental to its purposes.
13.2 DISTRIBUTIONS
The Association shall not distribute to the Members or to any other
person any gain, profit or dividend, or otherwise dispose of its
assets without receiving full and valuable consideration and any
profits or accretions to the assets of the Association shall be
used in promoting its objects.
13.3 LIQUIDATION AND DISSOLUTION
The Association shall continue until dissolved by 'tie majority
vote o: the Members at a special meeting of the Association duly
called for such purpose. In the event of dissolution, all ponies
remaining on hand after the payment of all indebtedness or other
liabilities of the Association, including say expenses of winding
up the Association. shall be disbursed pro rata amongst the Members
unless otherwise determined by a majority vote of the Members of
the Association.
ARTICLE XIV - INDEMNITY
Should any Member do anything or fail to do anything which results
in a claim being made or as action being brought against the Association;
the Association shall be indemnified by such Member in respect o€
all damages, expenses and, costs incurred, unless the Members action
has been taken under the direction or the approval of the Association.
APPROVED by the Board of Directors of the Association on the 15
day of May, 1991.
APPROVED by tie Members of the Association on the 29th day of June,
1991
DIRECTOR
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