Huntsville - Lake of Bays Lakes Council

c) Members shall also make every effort to disseminate information gained at HLC meetings to their lake association members to:

i) encourage the development of lake plans where appropriate

ii) encourage the identification of lake issues

iii) provide education on issues concerning lakes

iv) provide education on and promote stewardship

d) Members will provide the Board with the current name and address of the president of their lake association and notify the Board of any change as soon as possible.

Article 5

BOARD OF DIRECTORS

a) Role. The Board of Directors shall have full power and authority to manage the affairs, funds and property of the HLC except for those matters, which are, either by Constitution or By-law, expressly directed or required to be done at a meeting of members of the HLC.

b) Directors. Directors shall be 18 or more years of age and members of a lake association which is itself a current member of the HLC at the time of nomination. Directors do not need to be the designated voting member of their respective lake associations.

c) Election of Board of Directors. The Board of Directors shall, well in advance of the AGM, appoint a Nominating Committee to insure that sufficient qualified personnel are prepared to accept all offices on the Board of Directors. At the AGM, or at a Special Meeting, members shall, by show of hands, elect a Board of Directors of no fewer than 5 persons for a term of one year from the date of election or until the next AGM. A recorded vote may be demanded.

d) Positions. The Board shall be comprised of at least a Chairperson, a Past-Chair, a Vice-Chair, a Secretary, a Treasurer and such Directors-at-large who may be assigned responsibilities as seen fit by the Board.

Article 6

MEETINGS OF HLC AND Board

a) Time of AGM. The AGM of the HLC shall be held where and when the Directors determine without formal notice but before the Labour Day weekend in each year as the Board of Directors or the preceding AGM may determine.

b) Regular Meetings of the HLC. Other meetings of the HLC may be called by the Chair, by a majority vote of the Board or upon the written request of not less than 25 percent of the members.

c) Regular Meetings of the Board. These will be held at the call of the Chair but shall not be less than four per year.

d) Other Meetings of the Board. A meeting of the Board may also be called upon written and signed petition to the Board by 25 percent of the members of the HLC who will specify the cause for this meeting.

Article 7

AMENDMENT OF THE CONSTITUTION

a) Requirements. Any articles of the constitution may be amended at any general meeting of the HLC by a minimum of one-third of the total current membership, if the amendment(s) proposed has been submitted in writing and members have been notified of same 15 days prior to the meeting.

BY-LAWS OF THE HLC

1. RULES OF ORDER

The HLC business will be conducted under parliamentary procedure using “Robert’s Rules of Order”.

2. MEMBERSHIP OF HLC

a) The term of office for a member of the HLC shall be one year. A member may be reappointed.

b) Cancellation of Membership. Membership of a lake association or of a voting member may be cancelled by a majority vote of members, for specific cause, on the recommendation of the Board of Directors, at any meeting of the HLC. Such member must be given notice of such intended action and, if requested, given opportunity to appeal for a hearing, before such a meeting of the HLC. Any such appeal would be heard by the Board of Directors and its decision presented at the next membership meeting. 

c) Resignation of Membership. Any member lake ma resign by filing a written resignation with the Secretary of the Board of Directors and susch resignation will take effect either upon receipt or at an effective date.

d) Appointment of New Voting Member Between Terms. With cancellation or resignation of a member, the Board of Directors will notify the president, or the contact person, of the member’s lake association to seek replacement of representation of that lake body on the HLC.

e) Fees. Members will approve the membership fee at each AGM. Any lake association which has not paid the annual fees by their due date shall not be permitted to vote until such time as the dues have been paid. The due date for payment of annual fees shall be within 2 months after the AGM. Fees may be paid at a HLC meeting or by cheque mailed to the Director so specified at the AGM.

3. BOARD OF DIRECTORS

a) Role. It shall be the duty of each Director to promote the purposes of the HLC. However, no Director except the Chair may claim to represent, unless specifically authorized to do so by the Chair or the Board, the HLC or views of the HLC on any specific issue.

b) Election. The Past-Chair is an ex-officio member of the Board. The remainder of the Board of Directors shall be elected at the AGM. After election, the Board will choose from its own, by simple majority of its members, persons to fill the positions designated. The Chair of the Board of Directors shall also be Chair of the HLC.

c) Notice of Meetings. Meetings of the Board are called by the Chair or any two Directors. Except in emergencies, notice of meetings shall be given at least 15 days prior to the date of the meeting to all Directors either by e-mail, fax, telephone or post. Without further proof, such notice shall be deemed to have been received and the accidental omission to give notice of a meeting of any Director shall not invalidate any resolution passed or any proceedings taken at such meeting.

d) Quorum. The quorum necessary at any meeting of the Board of Directors will be the presence in person of no fewer than five persons.

e) Voting. Every question will be decided by a simple majority and conducted by a show of hands unless a recorded vote is demanded before or on declaration of the result of a show of hands. The Chair casts a vote. A tie vote loses.

f) Directors’ Duties. All Directors shall be expected to serve a minimum one year term. Upon replacement or completion of his or her term of office, each Director shall immediately transfer all official HLC records in his/her possession to his/her replacement.

Chair. It shall be the duty of the Chair to prepare the agenda for all meetings and to preside at meetings of the Board and of the HLC and he/she shall perform such other duties as are necessary to the proper conduct of his/her office as Chair. He/she shall be ex-officio member of all standing and special project committees. At his/her discretion, the Chair may designate the Vice-Chair or another person if the Vice-Chair is not available to chair all or any part of a meeting. If the Chair or Vice-Chair are not present 15 minutes after the scheduled meeting time, or indicate an unwillingness to act, the Directors present may choose one of themselves to chair the meeting. The Chair shall appoint members to special duties and committees not otherwise provided for in the By-laws.

Past-Chair. The Past-Chair shall act as an advisor to the executive and will be Chair of the nominating committee.

Vice-Chair. The Vice-Chair shall chair meetings in the absence of the Chair, assist the Chair whenever possible and act for the Chair in the event the Chair is absent or resigns. The Vice-Chair shall also perform any special assignments requested by the Chair.

Secretary. The Secretary shall attend all meetings of the Board and of the general membership, keep a correct record of all meetings of the Board and the membership and give notice of all meetings in the manner prescribed by the constitution. The Secretary shall attend to such correspondence as required by the HLC and shall be responsible for and safely keep a book of minutes. The Secretary will also perform any other duties as may be requested by the Chair.

Treasurer. The Treasurer shall be responsible for the safekeeping of HLC funds and for maintaining adequate and accurate financial records. The Treasurer shall prepare a budget annually and supervise the collection and expenditure of all HLC monies, have custody of cash, the securities, books and accounts of the HLC. He/she shall submit the current financial statement to membership and Board of Directors meetings and be responsible for having financial records audited annually for presentation and approval at the AGM. He/she shall keep an accurate record of the payment of dues by the various associations to ensure correct voting at meetings. The Treasurer shall perform any other duties as may be requested by the Chair.

g) Cancellation of Directorship. A member of the Board of Directors who is absent for 3 consecutive meetings may be asked to resign his or her Directorship. The Chair has the authority to suspend a Director subject to ratification at the next meeting of the Board. Any Director may, with or without notice, be removed by vote of the Board of Directors when deemed necessary in the interests of the HLC.

h) Replacement of Director. Whenever a vacancy occurs on the Board of Directors midterm, except in that Directorship position held by the immediate Past-Chair, or when there is seen to be a need for an increased number of Directors by the current Board, the Board may, as long as a quorum remains in office, appoint a willing person from a member association to fill the remaining term until the next AGM.

i) Temporary Replacement of Director. During the absence or disability of a Director, the executive may appoint another member in his or her stead.

j) Replacement of Board of Directors Mid-term. The membership has the right to replace the Board of Directors at a meeting called specifically for that purpose if the Board refuses to, or acts in a manner prejudicial to the long-term policies and objectives of the HLC. A meeting for this purpose must be requested by 25 percent of the members of the HLC. Directors must be specifically informed of the purpose of the meeting 15 days prior to such a meeting. The members should be prepared to vote in a new slate of Directors at this same meeting or at another meeting held as soon as possible thereafter.

k) Term of Office. An elected Director will remain in office until the next AGM or until his/her Directorship is cancelled or he/she resigns. Directors may hold a specific office on the Board of Directors for no longer than three consecutive terms with the exception of the Chair, which shall be limited to two consecutive terms.

l) Acts of Directors. All acts performed at any meeting of the Board or by a Director working in any position in his or her duly appointed role as a agent of the HLC, shall, notwithstanding that afterwards a defect may be found in the appointment of the Director, or a cancellation of his or her Directorship, shall be as valid as if every Director had been duly appointed and qualified.

m) Protection of Directors. All Directors of the HLC 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 HLC from and against: a) all costs, charges and expenses whatsoever which the Director 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 in or about the execution of the duties of his or her office and b) all other costs, charges and expenses which the Director sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses occasioned by his or her willful neglect or default. The HLC 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.

n) Cancellation of Resolutions of the Board. Voting members of the HLC have the right to rescind or invalidate a resolution of the Board.

4. GENERAL MEETINGS

a) Quorum. The quorum necessary for general meetings shall be one-third of the members.

b) Tie-Vote. In case of a tie vote, the motion fails.

c) Alternate Representatives. If a member is unable to be present at a meeting, he or she may send an alternate who must apprise the Chair before the meeting of his or her right to vote on behalf of the absent member.

d) Manner of Voting. At any general meeting, AGM or Special Meeting, every question put to the vote, including the election of the Directors, will be decided on by a show of hands unless a recorded vote is demanded before or on declaration of the result of a show of hands. Unless a recorded vote is demanded, the minutes will record the Chair’s declaration of the passage or failure of the vote. If votes are counted which ought not have been counted, the error will not nullify the resolution unless it is pointed out at the same meeting and not in that case unless, in the opinion of the Chair, it will be of sufficient magnitude to impair the resolution. No objection will be raised on the qualification of any voter except at the meeting at which the vote in question is taken and every vote not disallowed at such meeting will be considered valid.

e) Notice of AGM and Other Member Meetings of the HLC. Notice of meetings shall be given at least 15 days prior to the date of the meeting to each voting member and each lake association president, at the e-mail or postal address shown on the record of members. Without further proof, such notice shall be deemed to have been received by the members. The accidental omission to give notice of a meeting to any voting member(s) shall not invalidate any resolution passed or any proceedings taken at such meeting.

f) Chairman. The Chair of the Board of Directors or, if absent, the Vice-Chair or another Director shall preside as Chair at every membership meeting. If at any meeting, the Chair or another Director is unable to chair the meeting, members present will choose one of themselves to act as Chair.

g) Agenda for AGM. At each AGM, there shall be presented a report of the affairs of the HLC over the previous term, the audited financial statement and such other information and reports as the Directors may determine.

5. GENERAL

a) Fiscal Year. The fiscal year of the HLC shall commence July 1^st and end the 30^st day of June each year. This change shall take effect as of August 1st, 2004.