Draft By-Law No. 1B
A by-law relating generally to the
transaction of the affairs of
the Peel Law Association (the "Association")
[replacing by-laws No. 1 and
1A]
Table Of Contents
Article I
Definitions and Interpretation
Article II
General
Article III
Membership in the Association
Article IV
Annual Meetings of Members
Article V
Special Meetings of Members
Article VI
Conduct of Meetings of the Membership
Article VII
Board of Directors
Article VIII
Election, Appointment or Removal of
Directors
Article IX
Meetings of Directors
Article X
Minutes of Board of Directors Meetings
Article XI
Officers
Article XII
Protection of Directors and Officers
Article XIII
Committees of the Board of Directors
Article XIV
Notices
Article XV
Financial Management
Article XVI
Amendments to the By-Law
BE IT ENACTED as a by-law of the Peel Law Association as
follows:
ARTICLE I
DEFINITIONS
& INTERPRETATION
(a)
"Act" means the Corporations Act, R.S.O. 1990, c. C. 38,
as amended, and every statute substituted for it;
(b)
“the Association” means the Peel
Law Association;
(c)
“Board” means the Board of
Directors of the Association;
(d)
"By-law" means any by-law
of the Association;
(e)
“Meeting of the Membership” means
an annual or special meeting of the members of the Association;
(f)
“member” means a member of the Association,
unless the context indicates a member of an
(g)
“Membership” refers to the members
of the Association collectively;
(h)
“Peel” means the Regional
Municipality of Peel.
Section
1.02
Member
in Good Standing. A
lawyer who is under an administrative suspension shall be deemed to be a lawyer
in good standing of the Law Society of Upper Canada, for the purposes of the
by-laws.
Section
1.03
Terms. All terms contained in the by-laws defined in
the Act shall have the meanings given to such terms in the Act.
Section
1.04
Words. Words importing the singular shall include
the plural and vice versa. Words importing the masculine shall include the
feminine and neuter. Words importing persons shall include corporations,
companies, partnerships, syndicates, trusts and any number of persons.
Section
1.05
Headings. The headings
used in the by-laws are for reference purposes only. Headings are not
considered in construing the terms the by-laws or deemed in any way to clarify,
vary or explain the effect of any such terms.
Section
2.01
Section
2.02
Objectives.
The objectives
of the Association are as follows:
(a)
to provide a library with a full
range of up-to-date services;
(b)
to provide and promote affordable,
quality continuing legal education;
(c)
to provide timely communication
concerning matters of interest to its members;
(d)
to speak out on behalf of its
members; and
(e)
to promote collegiality among its
members by presenting a variety of social and recreational activities.
Section
2.03
Head
Office. The
Board may by resolution set the head office location for the Association within
Peel.
Section
2.04
Seal. The seal, an
impression of which is stamped in the margin, shall be the seal of the Association.
Section 2.05
Books
and Records.
The Board shall ensure that all necessary books and records of the Association
required by the Act, the by-laws of the Association or by any other applicable
statute or law are regularly and properly kept.
ARTICLE III
MEMBERSHIP
IN THE ASSOCIATION
Section
3.01
Classifications. There shall be
the following classifications of members in the Association:
(a)
Regular
Members:
Any lawyer in good standing of the Law Society of Upper Canada with an
office or place of business in Peel.
(b)
Out-of-County
Member:
Any lawyer in good standing of the Law Society of Upper Canada who is
also a member in good standing of an
(c)
Newly
Called Members:
Any lawyer in good standing of the Law Society of Upper Canada called to
the Bar five years or less with an office or place of business in Peel.
(d)
Student
Members:
Any articling student working under articles of clerkship for a regular
member or any law student working for a regular member.
(e)
Special
Members:
Any person not eligible in one of the other classifications and who is,
in the Board’s discretion, entitled to special consideration. The Board may, as
a condition of admitting any special member, provide for such privileges,
benefits, voting and other rights as the Board deems appropriate.
(f)
Honorary
Members:
Any person may be admitted as an honorary member of the Association
under the by-laws of the Association. When used in this by-law, “member” shall
not include honorary members unless specifically stated otherwise. Honorary
members are not entitled to receive notice of or attend or vote at any Meeting
of the Membership of the Association.
The Board may, at its discretion, grant such other privileges of membership
to an honorary member as the Board deems appropriate.
Section
3.02
Definition. An “office or place of business” means
dedicated office space used by the lawyer regularly. That phrase does not
include a mailing address or the use of space for meetings. There must be a
real and substantial use of the location to practice law.
Section 3.03
Applications. Application for
membership in the Association is open to persons who are eligible in any of the
classifications of members set out in this by-law. Acceptance of an application
for membership requires the approval of the Board or any committee or person
specifically appointed by the Board to be responsible for it.
Section
3.04
Dues. The Board may
fix annual dues or fees payable by the members. Members' dues for fees (the
"Dues") need not be the same annual sum for each class of membership.
The members shall be given ninety days written notice of the applicable Dues
payable by them.
Section
3.05
Default. If Dues of a
returning member remain unpaid for 91 days after the date of such notice,
members in default automatically stop being members of the Association. Any
such defaulting member may, on payment of all unpaid Dues, be reinstated as a
member by the Association.
Section
3.06
Privileges. All members,
other than honorary and special members, are entitled to any privileges, rights
and benefits of a member of the Association, including full library privileges.
Section
3.07
Resignation. Any member may
resign from membership in the Association on notice in writing to the Secretary
of the Association.
Section
3.08
Rules. The Board may
establish rules and regulations related to the use of Association facilities or
other privileges or benefits of membership.
Section
3.09
Suspension. By a resolution
of at least two-thirds of the Directors present at a meeting of the Board, all
or some of the privileges and benefits of a member may be suspended for
breaching the rules or regulations of the Association.
ARTICLE IV
ANNUAL
MEETINGS OF MEMBERSHIP
Section
4.01
Place
and Time. The
annual Meeting of the Membership required by Section 293 of the Act shall be
held at any place within Peel, on such day in each year and when as fixed by
the Board.
Section
4.02
Financial
Statements. At
annual Meetings of the Membership there shall be presented a financial
statement of the Association and such other information or reports about the Association's
affairs as the Act may require or the Board may decide.
ARTICLE V
SPECIAL
MEETINGS OF MEMBERSHIP
Section
5.01
Request. The Secretary
shall call a Special Meeting of the Membership upon request:
(a)
by the President or a
Vice-President;
(b)
on resolution of the Board; or
(c)
by written request of not less than
five per cent of the Membership.
Section
5.02
Place
and Time. A Special
Meeting of the Membership may be held at any date and time and at any place
within Peel.
ARTICLE VI
CONDUCT
OF MEETINGS OF THE MEMBERSHIP
Section
6.01
Rules
of Order.
The meetings shall be governed by Robert’s
Rules of Order, except as provided by by-law or by resolution from time to
time.
Section
6.02
Notice. Members shall be given at least ten days
written notice of Meetings of the Membership.
Section
6.03
Contents
of Notice. The
notice of a meeting shall include the date, hour and place of the meeting and
the general nature of the meeting business.
Section
6.04
Notice
of Special Business. Notice shall be given of the nature
of any special business intended to be raised at a Meeting of the Membership
and, where appropriate, the text of any related motion.
Section
6.05
Special
Business Defined. “Special
business” consists of any of the following:
(a)
any proposed amendment to the
by-laws of the Association;
(b)
the removal of a Director or
Officer from office;
(c)
any motion for an expenditure of
over $10,000, other than those in the budget submitted by the Board; and
(d)
such other business specified by
by-law.
Section
6.06
Process
for Notice of Special Business. Notice
of special business shall be given to the Secretary at least seven business
days before the meeting of the Board and the Secretary shall give notice to the
Directors at least three business days before the said meeting.
Section
6.07
Voting
by Proxy. Notice
of each Meeting of Membership shall state the member may vote by proxy and
shall include the form of proxy to be used for such purpose.
Section
6.08
Procedures
for Proxies.
All proxies, to be effective, are to be returned to the offices of the Association
before 12:00 pm on the business day preceding the date of the meeting.
Section
6.09
Errors. The accidental omission to give notice of any
meeting or the non-receipt of any notice by anyone entitled to receive notice
shall not invalidate any resolution passed or any proceedings taken at any Meeting
of Membership.
Section
6.10
Voting. Subject to the provisions, by-laws that
specifically require otherwise, a majority of votes decide every question
presented to any Meeting of Membership.
Section
6.11
Deciding
Vote. If there
is an equality of votes the chairperson has a second vote.
Section
6.12
Requirement
for Voting. No
Member of the Association can vote at a Meeting of the Membership unless the
member’s dues are paid.
Section
6.13
Voting
Method. Except
as provided otherwise in the by-law, the chairperson may decide to conduct the
vote by show of hands, poll or secret ballot.
Section 6.14
Request
for Poll. In
any vote by show of hands, a declaration by the chairperson of the outcome
shall be decisive evidence of the fact without proof of the number of votes
recorded for or against the motion.
However, any member present at the meeting may demand a poll to confirm
the results of a vote by show of hands.
Section
6.15
Chair. If the President
and Vice-President(s) are absent, the members present shall choose another
Director as a chairperson of the meeting. If no Director is present or if all
Directors present decline to act as chairperson the members shall choose one of
the members as chairperson.
Section
6.16
Election
of Chair. If
at any meeting a vote is taken on electing a chairperson or about adjournment,
it shall be taken immediately without adjournment.
Section
6.17
When
Vote Demanded. If
a vote is demanded on any other question it shall be taken in the manner and at
the time as the chairperson directs.
Section
6.18
Decisions. The result of a
vote is deemed the decision of members at the meeting at which the vote was
demanded.
Section
6.19
Adjournment. By resolution at
any meeting, the meeting may be adjourned to a fixed time and place. There is no need to give notice of the time
and place for holding the adjourned meeting. Any business may be dealt with at
any adjourned meeting which might have been dealt with at the original meeting
under the notice calling the original meeting.
Section
6.20
Quorum
for Adjournment. The
presence of two members in good standing shall be a quorum of any Meeting of
the Membership for the choice of a chairperson and adjourning the meeting. For
all other purposes, the presence of twenty-five members in good standing is
necessary to make up a quorum and no business shall be transacted at any
meeting unless the necessary quorum is present at the start of business.
ARTICLE VII
BOARD
OF DIRECTORS
Section
7.01
Number
of Directors. A
Board of fifteen Directors manages the affairs of the Association. Each
Director shall be a member of the Association at their election or appointment
or within ten days of their election or appointment. Every Director:
(a)
shall be at least eighteen (18)
years of age ;
(b)
shall not be bankrupt nor the
subject of a receiving order; and
(c)
shall not be the subject of a court
order declaring him or her mentally incompetent or incapable of managing their
own affairs.
Section
7.02
Powers. Unless otherwise provided in the Act or these
by-laws, the Board may do everything the Association could.
Section 7.03
Rotation. Directors are
elected under the by-laws and shall retire in rotation. At every annual Meeting
of the Membership of the Association:
(a)
there shall be at least five vacant
Director positions; and
(b)
an election of Directors shall be
held for all vacant Director positions.
Section
7.04
Term. A Director’s
term continues until the third annual meeting after the date of the meeting of
their election or until the election or appointment of his or her successor,
whichever is later.
Section
7.05
Exception. If a Director is
appointed or elected to complete less than eighteen months of the term of a
departing Director, the remaining term will not be considered a term of office
for the purposes of limitation on terms of a Director set out in these by-laws.
Section
7.06
No
Remuneration. The
Directors shall serve without pay but may receive repayment for reasonable
expenses incurred performing his or her duties. No Director shall directly or
indirectly receive any profit from his or her position.
ARTICLE VIII
ELECTION,
APPOINTMENT AND REMOVAL OF DIRECTORS
Section
8.01
Re-Election. A retiring
Director or a Director removed from office is eligible for re-election to the
Board if otherwise qualified.
Section
8.02
Retiring
Director. A
retiring Director shall continue in office until his or her successor is
elected or appointed.
Section
8.03
Limitation
of Terms. Despite
the foregoing no Director who has served three consecutive terms of office is
eligible for re-election unless twelve consecutive months have passed since he
or she was last a Director.
Section
8.04
Method
of Election.
Any election of Directors shall be by ballot unless, the members decide
at the meeting by a two-thirds vote, to conduct the election by a show of
hands.
Section
8.05
Election. The available
Directors’ positions shall be filled by those candidates receiving the largest
number of votes. If two or more candidates receive an equal
number of votes for the last available position, balloting will continue by the
members present to elect the candidate.
Section
8.06
Acclamation. If, at the annual Meeting of the Membership,
the number of candidates for the position of Director equals or is less than
the number of vacancies, then the chair of the meeting shall be deemed to have
cast one vote in favour of the candidates and they shall be thereby elected as
Directors.
Section
8.07
Vacancy. If there is a
vacancy on the Board, the Board may appoint a replacement Director from
qualified members. Otherwise, the
vacancy shall be filled at the next Meeting of the Membership.
Section
8.08
Term
of Replacement Director.
Any Director appointed or elected to fill a vacancy shall hold office
for the unexpired term of the Director who finished as a Director.
Section
8.09
Cease
to Act. A
Director shall stop being a Director of the Association if any of the following
occurs:
(a)
the Director ceases to meet the
requirements for being a Director set out in this by-law;
(b)
the Director dies;
(c)
the Director misses three
consecutive meetings or fifty per cent of the regularly scheduled meetings of
the Board, and the Board decides by resolution to remove the Director;
(d)
the Director delivers a written
resignation to the Secretary of the Association; or
(e)
the Director stops being a Member
of the Association.
Section
8.10
Removal.
At a
Meeting of the Membership, a Director may be removed before completing his or
her term, by a resolution of at least two-thirds of the votes cast at the
meeting. A majority of votes cast at the meeting will elect a replacement
Director. The replacement Director will complete the rest of the term of the
removed Director.
ARTICLE IX
MEETINGS
OF THE BOARD OF DIRECTORS
Section
9.01
Location
and Times. Meetings
of the Board may be held at any place in Peel, on the dates and times decided
by the Board.
Section
9.02
Meeting
Forums. Meetings
of the Board may be conducted in person, telephonically or electronically using
interactive Internet based forums.
Section
9.03
Rules
of Order.
The meetings shall be governed by Robert’s
Rules of Order, except as provided by by-law or by resolution, from time to
time.
Section
9.04
Schedule
and Notice. The
Board shall, by resolution, set the dates, times and places of the regular
meetings of the Board. The Secretary shall give notice of the schedule of the
regular meetings of the Board, at least ten
days before the first meeting in the said schedule.
Section
9.05
Request
for Special Meeting.
Any of the following may request a meeting of Board:
(a)
the President;
(b)
a Vice-President; or
(c)
any two Directors, and
the
request shall set out the special issues to be discussed at the meeting and the
text of any related motions.
Section
9.06
Secretary
to Call Special Meeting. On
such request, the Secretary, within seven days of receipt, shall call a special
meeting of the Board. Notice of a
special meeting of the Board shall be given to all Directors at least three
business days prior to the meeting.
Section 9.07
Notice
of Special Meeting. Notice
of special meeting of the Board may be given by making an announcement at a
Meeting of the Membership and need not be made three business days in advance
of the special meeting of the Board.
Section 9.08
Waiver
of Notice. Directors
may waive notice of any meeting of the Board or any irregularity in the notice
of such meeting or in the conduct of such meeting. A waiver is valid whether
made before or after the meeting to which the waiver relates.
Section
9.09
Quorum. A majority of Directors shall form a quorum
for transacting business at a meeting of the Board. A majority of the votes
cast at any meeting of the Board will decide any question. In case of equality
of votes, the chair of the meeting shall have a second vote.
Section
9.10
Notice
of Special Business.
Notice shall be given of the nature of any special business intended to
be raised at a meeting of the Board and, where appropriate, the text of any
related motion.
Section
9.11
Special
Business Defined. “Special
business” consists of any of the following:
(a)
any proposed amendment to the
by-laws of the Association;
(b)
the removal of a Director or an
Officer from office;
(c)
suspension of the privileges or
benefits of a member;
(d)
authorization of any single transaction
of a value of over $10,000;
(e)
authorization to incur expenditures
above the line item in the budget of more than $5,000;
(f)
dismissal of any employee of the Association;
and
(g)
such other business that may be
specified by resolution of the Board, upon notice in advance to the Directors.
Section
9.12
Process
for Notice of Special Business. Notice
of special business shall be given to the Secretary at least seven business
days before the meeting of the Board and the Secretary shall give notice to the
Directors at least three business days before the said meeting.
Section
9.13
No
Proxies. No
proxies may be used by Directors at Board meetings.
Section
9.14
Written
or Email Resolutions. Subject
to the Act, the letters patent and the by-laws, a written or email resolution
is as valid as if passed at a meeting of the Board, if:
(a)
all Directors approve the motion
and the passing of the resolution; and
(b)
the Director’s approval is
evidenced by
(i)
his or her written signature to a
document containing the text of the motion; or
(ii)
his or her electronic signature in
an e-mail containing the text of the motion, sent from the Director’s email
address on record with the Association.
ARTICLE X
MINUTES
OF BOARD OF DIRECTORS MEETINGS
Section
10.01
Viewing. A Member of the Association
is entitled to view the approved minutes of meetings of the Board, unless the
Board decides otherwise by resolution. If all or part of the minutes of a
meeting of the Board is not to be made available to the Members, then the
records available to the Membership shall indicate that all or part of the
minutes is withheld.
Section
10.02
Distribution
of Drafts. Draft
minutes of the Board meetings, not yet approved, shall be distributed to
Directors at least three business days before the next meeting of the Board.
Section
10.03
Approval. The approved
minutes of Board meetings, in their entirety, shall be available to all
Directors upon request.
ARTICLE XI
COMMITTEES
OF THE BOARD OF DIRECTORS
Section
11.01
Establishment. The Board may
set up those committees as it considers necessary to help it in carrying on the
affairs of the Association. The Board shall prescribe the duties of the
committees and the manner of their operation.
Section
11.02
External
Committees. As
well as internal committees that deal specifically with the affairs of the Association,
the Board may appoint and remove members to represent the Association on
external committees.
Section
11.03
Change
of Appointees. When
a member appointed to an external Committee by the Board stops being a member
or is removed from the Committee by the Board, the Secretary will give notice
to the external Committee the individual no longer represents the Association.
Section
12.01
Election. The Board shall, annually or more often if
needed, elect a President and one or more Vice-Presidents, a Secretary and a
Treasurer. All of these officers must be members of the Board. The Board may
appoint the same person as the Secretary-Treasurer. The Board may appoint other officers and
agents as they consider necessary who shall have such authority and shall
perform such duties as prescribed by the Board.
Section
12.02
Removal. The Board may,
by resolution of at least three-quarters of Directors present at a meeting of
the Board, remove an officer from the position.
Section
12.03
Unable
to Act. Where
any officer is absent or unable to act, the Board may delegate all or any of
the powers of the officer to any other officer or to any Director for such time
as the officer is absent or unable to act.
Section 12.04
The
President. The
President shall:
(a)
preside as chair at all Meetings of
the Board and of the Membership, when present;
(b)
be the chief executive officer of
the Association;
(c)
represent the Association in
dealings with The County and District Law Presidents' Association, or any
successor organization; and
(d)
have such other powers and
responsibilities as may be delegated by or authorized by the Board.
Section
12.05
The
Vice-President(s).
The Vice-President(s) shall:
(a)
exercise the duties and powers of
the President during the absence or incapacity of the President; and
(b)
have such other powers and
responsibilities as may be delegated by the President or authorized by the
Board.
Section
12.06
If
More than One Vice-President. Where there is more than one Vice-President,
the order of precedence shall be specified.
Section
12.07
The
Secretary. The
Secretary shall:
(a)
act as secretary of all meetings of
the Board and of the Membership, when present;
(b)
have charge of the minute books of the Association
and the documents and registers referred to in the Act; and
(c)
perform all duties incidental to
his or her office or that is properly required of him or her by the Board.
Section
12.08
The
Treasurer.
The Treasurer shall:
(a)
ensure that appropriate financial
controls are in place for the disbursement of the funds of the Association;
(b)
have the care and custody of all
the funds and securities of the Association, subject to the terms of any
resolution of the Board;
(c)
oversee the deposit of such funds
in the name of the Association in banks or depositories as the Board may direct;
(d)
oversee the collection of all fees
and all disbursement of funds;
(e)
oversee the keeping of accounting
records required by the Act;
(f)
shall table the financial
statements of the Association for the preceding financial year at the Annual Meeting
of the Membership; and
(g)
perform all duties incidental to
his or her office or that is properly required of him or her by the Board.
Section
12.09
Vacancy. If any office
becomes vacant because of death, resignation, removal or disqualification the
Board shall appoint another Director to fill the vacancy.
ARTICLE XIII
PROTECTION
OF DIRECTORS AND OFFICERS
Section 13.01
Indemnity. Every Director and Officer of the Association
who has acted honestly shall be indemnified and saved harmless out of the funds
of the Association from and against:
(a) all
costs, charges and expenses whatsoever that the Director sustains or incurs in
or about any action, suit, or proceeding that is brought, commenced or
prosecuted against the Director in relation to any act, deed, matter or thing
whatsoever, made, done or permitted by the Director in relation to the
execution of the duties of the Director, including any duties as an Officer of
the Association; and
(b) all
other costs, charges and expenses that are sustained or incurred by the
Director in relation to the affairs of the Association, except any costs,
charges or expenses as are occasioned by the wilful neglect, default or lack of
authority of the Director.
Section 13.02
No Liability. No Director shall be liable to the Association for any
loss, damage or expense happening to the Association, unless caused by the Director’s
acts or omissions in bad faith, fraudulent act or willful neglect.
Section 13.03
Directors’ Insurance. Subject to applicable law, the Association shall
purchase and maintain insurance for the Directors and Officers of the Association
against any liability incurred by the Director or Officer, in the capacity as a
Director or Officer of the Association, except where liability relates to the
person’s failure to act honestly and in good faith with a view to the best
interests of the Association.
Section
14.01
Method. Where notice is
required under these by-laws, notice may be given by personal service, prepaid
mail, fax or e-mail. The Association can rely on the address, fax number or
email as it appears in the records of the Association.
Section
14.02
When
Effective. Personal
service is effective immediately. Prepaid mail delivery is effective five days
after posting. Fax delivery is effective
on successful transmission. Email is effective upon sending, unless a message
is sent that the email failed to reach its addressee.
Section
14.03
Counting
Days. When
counting the days for service of a notice the day of service or posting or
transmitting is not counted.
Section
14.04
Business
Days Defined. In
this by-law “business days” means Monday through Friday except where such days
fall on statutory holidays.
Section
14.05
Signature. The signature to
any notice may be written, stamped, typewritten or printed or partly written,
stamped, typewritten, printed or electronic.
Section
14.06
Certificate. A certificate of
any officer or authorized employee of the Association about service of any
notice under the by-laws is decisive evidence. Such certificate is binding on
every member, Director, officer or auditor of the Association.
ARTICLE XV
FINANCIAL
MANAGEMENT
Section 15.01
Use of Moneys. Subject to the Letters Patent of the Association,
all moneys of the Association shall be used for the objectives of the Association
and in such manner as the Board may deem necessary for managing the affairs of
the Association.
Section
15.02
Signatures
- Cheques. All
cheques; drafts; or orders to pay money; all notes and acceptances; and bills
of exchange, requires the signatures of two persons designated by the Board,
but:
(a)
shall include at least one Director
of the Association; and
(b)
may include an employee of the Association.
Section
15.03
Signatures
- Other. The
Board is allowed by resolution to appoint any person for the Association either
to enter and sign contracts, documents or instruments in writing or to sign
specific contracts, documents or instruments in writing.
Section
15.04
Audit. Auditor of the Association, being members of the
Canadian Institute of Chartered Accountants, shall be appointed at the Annual Meeting
of the Membership, to audit all accounts for the next ensuing financial year of
the Association, and all the accounts and all books of accounts maintained by
the Association shall be submitted to them for their examination and their
report prior to the next Annual Meeting.
Section 15.05
Board
to Manage Finances. The
Board shall manage the financial affairs and may, by resolution of the Board,
carry out such transactions and enter into such contracts as may be necessary
for the management of the Association’s affairs.
Section 15.06
Powers
of Board. The Board may from
time to time:
(a)
borrow money upon the credit of the
Association;
(b)
issue, reissue, sell or pledge debt
obligations of the Association; and
(c)
mortgage, hypothecate, pledge or
otherwise create security interest in all or any property of the Association
owned or subsequently acquired, to secure any debt obligations of the
Association.
Section
15.07
Fiscal
Year. The
fiscal period of the Association shall end on December 31st each year.
Section 16.01
Amendments
to By-Law. This
by-law may only be amended or repealed by resolution passed at a Meeting of the
Membership, by an affirmative vote of at least two-thirds of those members
present at the Meeting. The amendment
shall come into effect on the date the resolution is so pasted, unless the
amendment indicates otherwise.
Section
16.02
Repeal. On the date this
by-law comes into force, the previous By-Law No. 1 and By-Law No.1A
("previous by-law") are repealed.
Section 16.03
Previous
Acts Unaffected. This
repeal shall not affect the past operation of the previous by-laws. This repeal
shall not affect the legality of any act done or right, privilege, obligation
or liability acquired or incurred under the previous by-laws. This repeal shall
not affect the legality of any contract or agreement made under the previous
by-laws before being repealed. Anyone acting under the previous by-laws shall
continue to act as if appointed under this by-law. All resolutions of the Shareholders or
Directors with continuing effect passed under the previous by-laws shall
continue to be good and valid except to the extent inconsistent with this
by-law and until amended or repealed.
Passed by the Membership on
the day of , 2008.
WITNESS the seal of the Association.
…………………………………………………. ………………………………………………..
Chairperson at the Meeting Secretary of
the Association