Ottawa-Carleton Ultimate Association Bylaws (2004)

Ottawa-Carleton Ultimate Association

BYLAWS

(Revised 2004)

2004 bylaws as approved by membership at 2004 AGM. These have been submitted for filing with the government.

1. CORPORATE SEAL
1. An impression of the organization's seal can be found in appendix 'A' of this document.
2. NAME
1. The name of the organization shall be the "Ottawa Carleton Ultimate Association"
   (subsequently referred to as the Association)
3. PURPOSE
1. To organize and promote the growth and development of the Sport of Ultimate throughout the National Capital region;
2. To provide a means to facilitate open and continuous communication within the Ultimate network and the sports community;
3. To represent regional Ultimate teams and players to both governmental and non-governmental authorities and institutions;
4. To obtain and manage the necessary finances, personnel, and equipment;
5. To organize, promote and develop interest and participation in ultimate;
6. To seek support from and work cooperatively with other organizations, groups and individuals, whose aims or objectives are consistent with those of the Association, to promote the sport of ultimate;
7. To provide opportunities for all individuals and to encourage and promote proficiency and excellence in all aspects of ultimate; li>

8. To seek and accept donations, gifts, legacies and bequests for the purpose of furthering its objects.

HEAD OFFICE

1. The head office of the association shall be located in The City of Ottawa in the Province of Ontario.

GENERAL

1. These Bylaws relate to the general conduct of the affairs of Ottawa-Carleton Ultimate Association, a corporation under the Canada Corporations Act, R.S., 1970, c. C-32.
2. The Association will be carried on without the purpose of gain for its Members and any profits or other accretions to the Association will be used in promoting its objects.
3. Except as provided in the Act, the Board will have the authority to interpret any provision of these Bylaws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Association.
4. Unless otherwise specified in the Act or these Bylaws, meetings of Members and meetings of the Board will be conducted according to Roberts Rules of Order (current edition).

MEMBERSHIP

1. There shall be four distinct classes of members. These shall be Individual Members, Regular Members, Affiliate Members, and Associate Members.
2. Any member may resign from the Association at any time.
3. The Board may make policies and procedures relating to discipline of Members, and will have the authority to discipline Members in accordance with such policies and procedures including the suspension or expulsion of members. Suspension or expulsion of a Member must be ratified by a 2/3(1) vote of the Board and the Member in question shall have the right to be heard at such a meeting.
4. Individual Members(2)
1. Individual membership shall be open to any one person who participates in any organized Ultimate event in the National Capital region and who applies for membership in the Association.

2. There shall be no membership fees or dues for individual members, nor shall individual members receive voting rights.

5. Regular Members(3)
1. Regular membership shall be open to any group of Individual Members who have organized themselves into a summer Ultimate team and who have paid their annual membership dues and whose application is accepted by the Board of Directors.
2. Each Regular Member shall provide the Association with the names of its Individual Members.
3. Each Regular Member shall provide a delegate to represent it in Association business. Each Regular Member's delegate shall have one vote.
4. Each Regular Member's delegate may be removed from office at any time by decision of the regular member that the delegate represents.
5. The Association shall organize and operate a summer Ultimate league for the sole benefit of regular members.
6. Affiliate Members(4)
1. Affiliate membership shall be open to any group of Individual Members who have organized themselves into a summer Ultimate team and who apply for membership in the Association.
2. Each Affiliate Member shall provide the Association with the names of its individual Members.
3. There shall be no membership fees or dues for Affiliate Members, nor shall Affiliate Members receive voting rights, however each Affiliate Member may designate one representative to attend any meeting of the regular Members.
7. Associate Members(5)
1. Associate membership shall be open to any group or individual who shares in the aims and objectives of the Association, who applies for membership in the Association, and who is approved for membership by the Board of Directors.
2. Membership dues and membership duration for Associate Membership shall be determined on a case by case basis by the Board of Directors.
3. Associate members shall not receive voting rights in the Association, however each Associate Member may designate one representative to attend any meeting of the Regular Members.

BOARD OF DIRECTORS

1. The administration of the Association shall be managed by the Board of Directors, which shall consist of 9 individuals.
2. Eight directors shall be elected by direct vote of the regular members on the basis of one vote per member for each available directorship. All votes cast must be for distinct directors.
3. Any individual who is 18 years of age or older and who has the power under law to contract and is a member of the Association may be nominated for election as a Director.
4. Prospective candidates will be nominated by the Nominations Committee or by the Membership.
   Nominations Committee
   
   1. The Board will appoint a nominations committee which is charged with identifying accomplished candidates for each available position. Nominations shall be in writing and shall bear the signatures of the nominee and the chair of the Nominations Committee and shall be delivered at a time and place as directed by the Election Officer. Candidates nominated by the nominations committee will be designated “Nominated by the Nominations Committee" in the Association's published election material.

   Nominations from the Membership
   

   2. An Individual Member of the Association may be nominated by the Regular Members. General nominations, in writing, shall bear the signatures of the delegates of five Regular Members and the signature of the nominee and shall be delivered at a time and place as directed by the Election Officer. Candidates nominated by the members will designated “Nominated by the Members” in the Association's published election material.

5. The election of Directors will take place at a Special Meeting called by the Board of Directors during summer finals by those Members present and eligible to vote.
6. The 9th director will be determined by the shareholders of Ultimate Parks Inc. For the purposes of determining this
7. In the event that Ultimate Parks Inc does not provide a director, then that position on the Board of Directors will be filled by the unelected candidate who received the most votes in the most recent election of regular members.
8. Directors shall serve for a two year term which shall commence on September 1. The terms of elected Directors will be staggered by electing four Directors at each election.
9. The Board of Directors shall have the power to administer the affairs of the Association, shall have the power to authorize expenditures, and shall have the power to appoint the Officers of the Organization.
10. The Board of Directors may borrow money upon the credit of the Association to pursue projects which are capital in nature.
11. All Directors shall act honestly and in good faith and in the best interests of the Association.
12. No Director shall be remunerated for their services, but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Association.
13. A Director may be removed from office prior to the expiration of their term by a recall election. Such recall elections shall be scheduled by the Board not more than 90 days following presentation to the President of the Association of a recall petition signed by not less than 10% of regular members.
14. A Director may also be removed from office through death or by resignation, by sending a letter to any member of the Board of Directors indicating their intent to resign.
15. Should a vacancy occur on the Board of Directors then the remaining Directors shall appoint an Association member to serve in the position of Director for the remainder of that Director’s term.

MEETINGS

1. Members’ Meetings
1. The Association shall hold an annual general meeting of regular members each April at a time and place in the National Capital Region as arranged by the Board of Directors.
2. Notice of the annual general meeting, including reminder of proxy rights, shall be delivered to all regular members at least 2 weeks prior to the meeting.
3. A special meeting of the Association can be called by a minimum of 5% of the delegates of the regular members or by the Board of Directors by giving a minimum two week's notice of the time and place to each delegate and to the President. Notice of any special business shall contain sufficient information to permit the regular member to form a reasoned judgement on the decision to be taken.
4. No error or omission in giving notice of any annual or special meeting of the Association shall invalidate such meeting and any member may waive notice of such meeting.
5. The presence, in person or in proxy, of 40% of delegates shall constitute a quorum.
6. Any delegate may, by means of written proxy, appoint a proxyholder to act in their place at any meeting of the Association.
7. The delegates of members will appoint an auditor to audit the accounts of the Association and make a report to members at the annual meeting. The auditor may not be a director, officer, or employee of the Association.
2. Directors’ Meetings
1. Meetings of the Board of Directors shall be held at a time and place as determined by the Board of Directors provided that 48 hours written notice is given to each director. In the case that notice is sent by mail at least 14 days notice must be provided. No error or omission in giving notice of any annual or special meeting of the Association shall invalidate such meeting and any director may waive notice of such meeting.
2. A quorum shall consist of 2/3(1) of sitting directors and in no case shall be less than four directors.

OFFICERS OF THE ASSOCIATION

1. President
1. The President is appointed by the Board of Directors and serves at its pleasure. The President may be removed from office at any time by a vote of the Board provided that at least 2/3(1) of the Directors favour such an action.
2. The President is the chief executive officer of the Association and may exercise all such powers as the Association may do, subject only to the limitations of these by-laws and decisions made by the Board of Directors.
3. Contracts and documents requiring the signature of the Association shall be approved by the Board of Directors and signed by the President or their delegate and shall be binding on the Association.
4. The President shall have the custody of the Seal of the Association.
2. Treasurer
1. The Treasurer is appointed by the Board of Directors. The Treasurer may be removed from office at any time by a vote of the Board provided that at least 2/3(1) of the Directors favour such an action.
2. The Treasurer shall have the care and custody of all funds of the Association, subject only to the limitations of these by-laws and decisions made by the Board of Directors.
3. The Treasurer shall ensure the Association has at least one account with a chartered bank, a credit union, or a trust company for the deposit of funds.
4. The Treasurer shall keep proper accounting records with respect to all financial transactions affecting the Association.
5. The Treasurer shall render financial statements to the membership when required.
6. The Treasurer shall not be insolvent (bankrupt) as an individual, nor can the Treasurer have been convicted of fraud.

Elections Officer

7. The Elections Officer is appointed annually by a vote of the regular members for a one-year term. There is no limit on the number of terms the Elections Officer may hold.
8. The Elections Officer is the chief electoral officer of the Association and is responsible for directing and overseeing the elections process.
9. The Elections Officer shall establish rules in accordance with these articles to govern the elections of the Association. These shall be published by the Association no later than July 1 of each year.

3. Other Officers or Agents
1. The Board of Directors shall solicit any interested persons to assist in the administration of the Association.

4. The same person may not serve as both President and Treasurer.
5. All Officers of the Association shall act honestly and in good faith and in the best interests of the Association.
6. Officers shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Association.
7. Remuneration for officers, if any, will be at the discretion of the Board of Directors.

DISSOLUTION

1. Upon the dissolution of the Association, any funds or assets remaining after paying all debts will be distributed to an incorporated non-profit Canadian organization as determined by the Board and ratified by two-thirds of Members eligible to vote at a meeting of members.

INDEMNIFCATION

1. The Association will indemnify and hold harmless out of the funds of the Association each Director and Officer, their heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.
2. The Association will not indemnify a Director or Officer or any other person for acts of fraud, dishonesty, or bad faith.
3. The Association will, at all times, maintain in force such directors and officers liability insurance as may be approved by the Board of Directors.

AMENDMENTS

1. Amendments to the by-laws may be made at any meeting of regular members and require at least a 2/3 vote of the delegates present in favour to pass. Such amendments shall not be enforced until the approval of the Minister of Industry has been obtained.

2. Any member may propose an amendment.

FOOTNOTES:

1. For the purposes of these ByLaws the following fractions are defined:
   2/3's of 8 shall mean 6
   2/3's of 7 shall mean 5
   2/3's of 6 shall mean 4
   2/3's of 5 shall mean 4
   2/3's of 4 shall mean 3

2. This stream is intended to capture individual players who participate in any league or tournament within the National Capital Region.

3. Regular membership is intended to capture summer league teams. OCUA may run other leagues and tournaments and may charge player and/or team fees to participants. It is generally believed that: teams are represented through their captains in league business; that Summer League is the core product and is the most comprehensive League operated by OCUA; and, that dealing with teams, through captains or other delegates, reduces administrative burden on the Association.
4. Affiliate membership is intended to capture Ottawa-based competitive teams. These teams generally share in the aims and objectives of the OCUA and are invited to join for the mutual benefit of both parties.
5. Associate membership is intended to capture the remaining players and individuals who are involved in OCUA. It permits outside “entities” to become members of the Association when it is in the Association’s interest to do so.

   Ottawa-Carleton Ultimate Association Bylaws (1998)

   Below are the 1998 bylaws of OCUA. These have been superceded by the 2004 bylaws and are presented here for historical reference only.

   Ottawa-Carleton Ultimate Association
   
   BYLAWS
   

   (Revised 1998)

   1. CORPORATE SEAL
   1. An impression of the organization's seal can be found in appendix 'A' of
      this document.
   2. NAME
   1. The name of the organization shall be the "Ottawa Carleton Ultimate Association"
      (subsequently referred to as the Association)
   3. PURPOSE
   1. To organize and promote the growth and development of the Sport of Ultimate
      throughout the Ottawa-Carleton region.
   2. To provide a means to facilitate open and continuous communication within
      the Ultimate network and the sports community.
   3. To represent regional Ultimate teams and players to both governmental and
      non-governmental authorities and institutions.
   4. To obtain and manage the necessary finances, personnel, and equipment to
      make the main purposes of the Association possible.
   5. To transact any and all other lawful business for which non-profit organizations
      may be incorporated under the laws of the "Canada Corporations Act".
   4. HEAD OFFICE
   1. The head office of the association shall be located in The Regional Municipality
      of Ottawa-Carleton in the Province of Ontario.
   5. MEMBERSHIP
   1. There shall be four distinct classes of members. These shall be individual
      members, regular members, affiliate members, and associate members.

   2. Any member may resign from the Association at any time.

   3. Any member may be required to resign from the Association provided that
      at least six Directors favour such an action and further provided that
      the member is granted the opportunity to be heard at such a meeting.
   4. Individual Members
   1. Individual membership shall be open to any one person who participates
      in any organized Ultimate event in the Ottawa-Carleton region and who applies
      for membership in the Association.

   2. There shall be no membership fees or dues for individual members, nor shall
      individual members receive voting rights.

    

   5. Regular Members
   1. Regular membership shall be open to any group of individual members who
      have organized themselves into an Ultimate team and who have paid their
      annual membership dues as determined by the Board of Directors.
   2. Each regular member shall provide the Association with the names of its
      individual members.
   3. Each regular member shall appoint a delegate who shall represent their
      team in Association business and shall have one vote.
   4. Each regular member's delegate may be removed from office at any time by
      decision of the regular member whom that delegate represents.
   5. The Association shall organize and operate an Ultimate league for the sole
      benefit of regular members.
   6. Affiliate Members
   1. Affiliate membership shall be open to any group of individual members who
      have organized themselves into an Ultimate team and who apply for membership
      in the Association.
   2. Each affiliate member shall provide the Association with the names of its
      individual members.
   3. There shall be no membership fees or dues for affiliate members, nor shall
      affiliate members receive voting rights, however each affiliate member
      may designate one representative to attend any meeting of the regular members.
   7. Associate Members
   1. Associate membership shall be open to any group or individual who shares
      in the aims and objectives of the Association, who applies for membership
      in the Association, and who is approved for membership by the Board of
      Directors.
   2. Membership dues and membership duration for Associate Membership shall
      be determined on a case by case basis by the Board of Directors.
   3. Associate members shall not receive voting rights in the Association, however
      each associate member may designate one representative to attend any meeting
      of the regular members.

   6. BOARD OF DIRECTORS

   1. The administration of the Association shall be managed by the Board of
      Directors, which shall be comprised of 9 individuals.
   2. Eight directors shall be elected by direct vote of the regular members
      on the basis of one vote for each available directorship. All votes cast
      must be for distinct directors. The 9th director will be determined by
      the shareholders of Ultimate Parks Inc. For the purposes of determining
      this director, any shares held by the Association shall be excluded.
   3. In the event that Ultimate Parks Inc does not provide a director, then
      that position on the Board of Directors will be filled by the unelected
      candidate who received the most votes in the most recent election of regular
      members.

   4. For the first election following the adoption of these revised by-laws,
      8 directors will be elected. The term of office of the four directors receiving
      the most votes will be for two years and the term of office for the remaining
      four directors will be for one year. Thereafter all directors shall serve
      for a two year term which shall commence on September 1.

   5. The Board of Directors shall have the power to administer the affairs of
      the Association, shall have the power to authorize expenditures, and shall
      have the power to appoint the Officers of the Organization.
   6. All directors shall act honestly and in good faith and in the best interests
      of the Association.
   7. No director shall be remunerated for their services, but shall be reimbursed
      for all expenses necessarily and reasonably incurred while engaged in the
      affairs of the Association.
   8. A Director may be removed from office prior to the expiration of their
      term by a recall election. Such recall elections shall be scheduled by
      the Board not more than 90 days following presentation to the President
      of the Association of a recall petition signed by not less than 10% of
      regular members.
   9. Should a vacancy occur on the Board of Directors then the remaining Directors
      shall appoint an Association member to serve in the position of Director
      for the remainder of that Director’s term.
   7. MEETINGS
   1. Members’ Meetings

   1. The Association shall hold an annual general meeting of regular members
      each April at a time and place in Canada as arranged by the Board of Directors.

   2. Notice of the annual general meeting, including reminder of proxy rights,
      shall be delivered to all regular members at least 2 weeks prior to the
      meeting.
   3. A special meeting of the Association can be called by a minimum of 5% of
      the delegates of the regular members or by the Board of Directors by giving
      a minimum two week's notice of the time and place to each delegate and
      to the President. Notice of any special business shall contain sufficient
      information to permit the regular member to form a reasoned judgement on
      the decision to be taken.
   4. No error or omission in giving notice of any annual or special meeting
      of the Association shall invalidate such meeting and any member may waive
      notice of such meeting.
   5. The presence, in person or in proxy, of 40% of delegates shall constitute
      a quorum.
   6. Any delegate may, by means of written proxy, appoint a proxyholder to act
      in their place at any meeting of the Association.
   7. The delegates of members will appoint an auditor to audit the accounts
      of the Association and make a report to members at the annual meeting.
      The auditor may not be a director, officer, or employee of the Association.
   2. Directors’ Meetings
   1. Meetings of the Board of Directors shall be held at a time and place as
      determined by the Board of Directors provided that 48 hours written notice
      is given to each director. In the case that notice is sent by mail at least
      14 days notice must be provided. No error or omission in giving notice
      of any annual or special meeting of the Association shall invalidate such
      meeting and any director may waive notice of such meeting.
   2. The presence of 6 directors shall constitute a quorum.

    

   8. OFFICERS OF THE ASSOCIATION
   1. President
   1. The President is appointed by the Board of Directors and serves at their
      pleasure. The President may be removed from office at any time by a vote
      of the Board provided that at least six Directors favour such an action.
   2. The President is the chief executive officer of the Association and may
      exercise all such powers as the Association may do, subject only to the
      limitations of these by-laws and decisions made by the Board of Directors.
   3. Contracts and documents requiring the signature of the Association shall
      be approved by the Board of Directors and signed by the President and shall
      be binding on the Association.
   4. The President shall have the custody of the Seal of the Association.
   2. Treasurer
   1. The Treasurer is appointed by the Board of Directors. The Treasurer may
      be removed from office at any time by a vote of the Board provided that
      at least six Directors favour such an action.
   2. The Treasurer shall have the care and custody of all funds of the Association,
      subject only to the limitations of these by-laws and decisions made by
      the Board of Directors.
   3. The Treasurer shall ensure the Association has at least one account with
      a chartered bank, a credit union, or a trust company for the deposit of
      funds.
   4. The Treasurer shall keep proper accounting records with respect to all
      financial transactions affecting the Association.
   5. The Treasurer shall render financial statements to the membership when
      required.
   3. Other Officers
   1. The Board of Directors shall solicit from amongst the individual members
      any interested persons to assist in the administration of the Association.

   4. The same person may not serve as both President and Treasurer.
   5. All Officers of the Association shall act honestly and in good faith and
      in the best interests of the Association.
   6. Officers shall be reimbursed for all expenses necessarily and reasonably
      incurred while engaged in the affairs of the Association.
   7. Remuneration for officers, if any, will be at the discretion of the Board
      of Directors.

   9. AMENDMENTS
   1. Amendments to the by-laws may be made at any meeting of regular members
      and require at least a 2/3 vote of the delegates present in favour to pass.
      Such amendments shall not be enforced until the approval of the Minister
      of Industry has been obtained.
   2. Any member may propose an amendment.

   1993 Bylaws

   Below are the 1993 bylaws of OCUA. These have been superceded by the 1998 bylaws and are presented here for historical reference only,

   Ottawa-Carleton Ultimate Association
   
   BYLAWS
   

   1. CORPORATE SEAL
      1. An impression of the organization's seal can be found in appendix 'A' of this document.

      
      

   2. NAME
      1. The name of the organization shall be "The Ottawa Carleton Ultimate Association"

      
      

   3. PURPOSE
      1. To organize and promote the growth and development of the Sport of Ultimate throughout the Ottawa-Carleton region.
      2. To provide a means to facilitate open and continuous communication within the Ultimate network and the sports community.
      3. To represent regional Ultimate teams and players to both governmental and non-governmental authorities and institutions.
      4. To obtain and manage the necessary finances, personnel, and equipment to make the main purposes of the Association possible.
      5. To transact any and all other lawful business for which non-profit organizations may be incorporated under the laws of the "Canada Corporations Act".

      
      

   4. HEAD OFFICE
      1. The head office of the association shall be located in The Regional Municipality of Ottawa-Carleton in the Province of Ontario.

      
      

   5. MEMBERSHIP
      1. There shall be three distinct classes of members. These shall be individual members, regular members, and affiliate members.
      2. Any member may resign from the Association at any time.
      3. Any member may be required to resign from the Association by a 3/4 vote of directors provided that the member is granted the opportunity to be heard at such a meeting.

      4. Individual Members
         1. Individual membership shall be open to any one person who participates in any organized Ultimate event in the Ottawa-Carleton region and who applies for membership in the Association.

         2. There shall be no membership fees or dues for individual members, nor shall individual members receive voting rights.

      5. Regular Members
         1. Regular membership shall be open to any group of individual members who have organized themselves into an Ultimate team and who have paid their annual membership dues as determined by the Board of Directors.
         2. Each regular member shall provide the Association with the names of its individual members.
         3. Each regular member shall appoint a delegate who shall become a director, shall represent their team in Association business and shall have one vote.
         4. Each regular member's delegate may be removed from office at any time by decision of the regular member whom that delegate represents. When a delegate is removed from office they shall cease to be a director of the Association.
         5. The Association shall organize and operate an Ultimate league for the sole benefit of regular members.

      6. Affiliate Members
         1. Affiliate membership shall be open to any group of individual members who have organized themselves into an Ultimate team and who apply for membership in the Association.
         2. Each affiliate member shall provide the Association with the names of its individual members.
         3. There shall be no membership fees or dues for affiliate members, nor shall affiliate members receive voting rights.

         
         

      7. BOARD OF DIRECTORS
         1. The administration of the Association shall be managed by the Board of Directors, which shall be comprised of one director for each regular member.
         2. The Board of Directors shall have the power to administer the affairs of the Association. shall have the power to authorize expenditures, and shall have the power to appoint the Officers of the Organization.
         3. The applicants for incorporation shall become the first directors of the Association whose term of office on the Board of Directors shall continue until the first members' meeting after incorporation.
         4. All directors shall act honestly and in good faith and in the best interests of the Association.
         5. No director shall be remunerated for their services, but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Association.
         6. Any director may be removed from office at any time by decision of the regular member whom that director represents.

         
         

      8. EXECUTIVE COMMITTEE
         1. The Board of Directors may appoint an Executive Committee consisting of a minimum of five and a maximum of nine members. The Executive Committee shall exercise all powers as authorized by the Board of Directors. Committee members need not be Directors of the Association.

         2. Meetings of the Executive Committee shall be held at a time and place as determined by the committee members provided that 48 hours written notice is given to each committee member. In the case that notice is sent by mail at least 14 days notice must be provided. No error or omission in giving notice of any annual or special meeting of the Association shall invalidate such meeting and any member may waive notice of such meeting. The presence of a majority of committee members constitutes a quorum.
         3. Any committee member may be removed from Office at any time by majority vote of the Board of Directors.
         4. No committee member shall be remunerated for their services, but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Association.

         
         

      9. MEETINGS
         1. The Association shall hold a concurrent annual meeting of regular members and the Board of Directors each Sept at a time and place in Canada as arranged by the General Manager.
         2. Notice of the annual meeting, including reminder of proxy rights, shall be placed in the Association newsletter and delivered to all regular members at least 2 weeks prior to the meeting.
         3. A special meeting of the Association can be called by a minimum of 5 delegates or by the General Manager by giving a minimum two week's notice of the time and place to each delegate and to the General Manager. Notice of any special business shall contain sufficient information to permit the regular member to form a reasoned judgement on the decision to be taken.
         4. No error or omission in giving notice of any annual or special meeting of the Association shall invalidate such meeting and any member may waive notice of such meeting.
         5. The presence, in person or in proxy, of 60% of delegates shall constitute a quorum for member's meetings and the presence of 60% of directors shall constitute a quorum for director's meetings.
         6. Any delegate may, by means of written proxy, appoint a proxyholder to act in their place at any meeting of the Association. The proxyholder must be an individual member of the Association.
         7. The delegates of members will appoint an auditor to audit the accounts of the Association and make a report to members at the annual meeting. The auditor may not be a director, officer, or employee of the Association.

         
         

      10. OFFICERS OF THE ASSOCIATION
          1. General Manager
             1. The General Manager is appointed by the Board of Directors and serves at their pleasure. The General Manager may be removed from office at any time by a majority vote of the Board.
             2. The General Manager is the chief executive officer of the Association and may exercise all such powers as the Association may do, subject only to the limitations of these by-laws and decisions made by the Board of Directors and the Executive Committee.
             3. The General Manager shall chair all meetings of the Board of Directors, the Executive Committee, and the membership. In the event of a tie on any vote at any meeting the General Manager shall cast the deciding vote.
             4. Contracts and documents requiring the signature of the Association shall be signed by the General Manager and shall be binding on the Association.
             5. The General Manager shall have the custody of the Seal of the Association.

          2. Treasurer
             1. The Treasurer is appointed by the Board of Directors on the recommendation of the General Manager. The Treasurer may be removed from office at any time by a majority vote of the Board.
             2. The Treasurer shall have the care and custody of all funds of the Association.

             3. The Treasurer shall ensure the Association has at least one account with a chartered bank, a credit union, or a trust company for the deposit of funds.
             4. The Treasurer shall keep proper accounting records with respect to all financial transactions affecting the Association.
             5. The Treasurer shall render financial statements to the membership when required.

          3. Other Officers
             1. The General Manager shall solicit from amongst the individual members interested persons to assist in the administration of the Association.

          4. The same person may not serve as both General Manager and Treasurer.
          5. All Officers of the Association shall act honestly and in good faith and in the best interests of the Association.
          6. No officer shall be remunerated for their services, but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Association.

          
          

      11. AMENDMENTS
          1. Amendments to the by-laws may be made at any meeting of regular members and require at least a 2/3 vote of the delegates in favour to pass. Such amendments shall not be enforced until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
          2. Any member may propose an amendment.