(RATIFIED by Member approval at the Annual General Meeting, May 3, 2011).
ARTICLE 1: Name of the Association
The Association shall be called CHRISTIAN ISLAND COTTAGERS’ ASSOCIATION (C.I.C.A.)
ARTICLE 2: Definition
In the following sections, the words cottage area shall mean lands of Christian Island subdivided into lots for cottage purposes and sublet under leases from the Beausoleil First Nation, its successor, or the Crown. It shall also include cottage lots rented from individual Beasoleil First Nation members (locatees), such as at Monague Point, where applicable.
ARTICLE 3: Objectives
The objectives of the Association shall be:
a) To foster good neighbourly relations with the Council of the (Beausoleil First Nation) and other persons of the Beausoleil First Nation residing on Christian Island;
b) To promote all measures that enhance the beauty, the safety and the general quality of life in the cottage area of Christian Island, and to oppose all conditions or measures that diminish these features;
c) To plan, recommend and promote the adoption of such measures, as will tend to preserve and improve the cottage area as a recreational community and add to its attractiveness;
d) To represent collectively the sub-lessees of cottage lands on Christian Island in negotiations concerning the terms and conditions of their sub-leases held with the Beausoleil First Nation, its successor or the Crown;
e) To represent the interests of the lessees before the Beausoleil First Nation, local, provincial and national authorities and of taking whatever action may be necessary and to the common good, in such questions and issues as may from time to time arise. Such matters may include:
1) fire protection
2) health and garbage collection
3) roads and beaches
4) maintenance and construction of docks
5) marking of shoals and dangers to navigation
6) fish, game, wildlife, flora and forest protection
7) taxes, service charges and parking fees
8) protection of the property of members
9) building restrictions
ARTICLE 4: Membership
The Membership shall consist of such persons who shall have signed the application form prescribed by the Board of Directors and have paid such fees as may from time to time be determined by a vote of the Members at a general meeting of the Association.
The qualifications for membership shall be the holding of a sub-lease for one or more cottage lots on Christian Island. A person holding more than one sub-lease is not required to pay annual membership dues for more than one lot, nor is that person entitled to more than one vote at Association meetings. Joint tenants of a sub-lease may each be registered as members, but only one of the joint tenants may vote. Immediate family members (spouse and adult children) may also be registered as members, but only one person per lease may vote. The Board may determine different classes of membership for family and associate members. However, there shall only be one voting member per lease.
Until otherwise prescribed by the Board of Directors, the annual dues shall become due and payable in advance on the first (1st) day of April in each year. The Membership year shall commence on the first (1st) day of April and end on the thirty-first (31st) day of March next following.
Where any member is in arrears for dues for a period of six months, the Board of Directors may, after giving such Member thirty (30) days notice, strike his or her name from the rolls and such persons shall not be reinstated except by making a new application and after payment of all arrears of fees which would have been made from the time of the last payment.
The Board of Directors will set policy regarding members in arrears for dues.
No member shall be entitled to a vote at any special or Annual Meeting if her or his dues are in arrears. Only a member whose dues are not in arrears shall be considered to be in good standing.
ARTICLE 5: Annual Meeting
The Annual Meeting of the members shall be held on such day as the Board of Directors shall determine, provided that there will be one meeting in every calendar year and that there will not be more than eighteen (18) months between meetings.
ARTICLE 6: Special Meetings
Special meetings of the members shall be held at such time or times as may be determined by the Board of Directors.
Special meetings of the members may also be held upon a requisition signed by not fewer than twenty-five (25) members in good standing given in writing to the Secretary, who shall give written notice of such meeting to the members of the Association forthwith on receipt of such request. Such requisition shall state the business to be considered at such meeting. If the Secretary fails to give
notice of such meeting within fourteen (14) days of the receipt of such requisition, any one of the Members in good standing who signed the request may do so and shall have access to the register of Members for such purpose. Any such notice shall be given at least fourteen (14) days before the date proposed for such meeting, and shall contain a copy of such requisition.
The Board shall call a Special meeting of members, for the purpose of ratifying the outcome of any negotiations concerning the terms and conditions of their sub-leases held with the the Beausoleil First Nation, its successor or the Crown. CICA shall not agree to any modification to the terms and conditions of sub-leases without such ratification.
ARTICLE 8: Notice of Meetings
Notice of the annual or a special meeting of Members shall be given by the Secretary, or in the absence or refusal of the Secretary, by the President or a Vice-President, to each Member at least fourteen (14) days before the date fixed for the holding of such meeting. The notice shall state the business to be transacted at such meeting, which shall, in the case of the Annual Meeting, include the election of Directors, the appointment of Auditors and the approval of the audited financial statements for the last fiscal year. The notice shall be accompanied by the report of the Nominating Committee and the audited financial statements.
No accidental error or omission in giving notice to any member of any annual or special meeting of the Members shall invalidate such meeting or make void any proceeding taken thereat.
For the purpose of sending notice to any member for any meeting of members, the address of any member shall be his or her last address recorded on the register of members of the Association.
ARTICLE 9: Quorum
A quorum for any meeting of members shall be thirty- five (35) entitled to vote thereat present in person, or twenty (20) per cent of the members who would, if present, be entitled to vote at such meeting, whichever is lesser.
ARTICLE 10: Voting
Subject to the provisions of Article 4, paragraph two each member shall be entitled to one vote at any meeting of members.
For clarity, only one Member per Lease may be a voting Member, even though other family members or associates may also be considered Members of this Association.
The registered lease holder is entitled to give his or her proxy vote to another person, in a form to be provided by the Board.
At all meetings of members, every question shall be decided by a majority of the votes of the Members present in person. Every question shall be decided in the first instance by a show of hands, unless a poll be demanded by a member. Upon a show of hands, a declaration by the Chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the meeting shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of the votes given by the Members present in person, and such poll shall be taken in such manner as the Chair shall direct and the result of such poll shall be deemed the decision of the Association in general meeting upon the matter in question. The Chair shall not be entitled to a second or casting vote.
ARTICLE 11: Government of Association
The government of the Association shall be vested in the Board of Directors. The Board of Directors shall consist of nine (9) Directors. Officers of the Association shall be drawn from the Board of Directors and shall include a President, a Vice-President, a Secretary, and a Treasurer.
Prior to the election of a Board of Directors, the sitting President shall declare whether she or he intends to run for re-election to the Board. If the sitting President elects not to stand for re-election, she or he shall sit as a Director for one additional term, if she or he is willing to do so. This Past President position shall be a Director on the subsequent Board, but shall not be an Officer of the Association.
The Board of Directors shall have general charge and supervision of the management of the affairs of the Association, and shall carry out its objectives as set out in Article 3.
The Directors and Officers of the Association shall hold office for a term of two (2) years and until their successors are elected or appointed. No Director shall sit for more than three (3) consecutive terms. The Directors will have staggered terms, with some being elected at each Annual General Meeting.
Efforts will be made to ensure that each of the beaches is represented on the Board of Directors by a cottager from each beach.
ARTICLE 12: Eligibility for Director Positions
No person shall be elected or appointed a Director of the Association unless the person is, and has been for at least nine months immediately preceding, a Member of the Association in good standing; provided however that the Directors of the Association in a particular case may, by the affirmative vote of two-thirds of the Directors present, accept a shorter period of Membership.
ARTICLE 13: Meetings of the Board of Directors
The Board of Directors shall hold not fewer than three (3) regular meetings per year, including the Annual Meeting. In addition the Board of Directors shall hold special meetings as often as may be called by the President or Vice-President or Secretary. Meetings can be held by teleconference or in person. Notices can be given by email.
ARTICLE 14: Quorum-Meetings of the Board of Directors
Five of the Directors shall constitute a quorum at all meetings of the Board of Directors.
ARTICLE 15: Notice of Meetings of the Board of Directors
At least five (5) days notice in writing of each meeting of Directors shall be given by the Secretary, or in the absence or refusal of the Secretary, by the President, or by the Vice-President.
No accidental error or omission in giving notice to any Director of any meeting of Directors shall invalidate such meeting or make void any proceeding taken thereat.
For the purpose of sending notice to any Director for any meeting, the address of any Director shall be the last address recorded on the register of Members of the Association for that Director and can be made to the last recorded e-mail address of each director.
ARTICLE 16: Voting at Meetings of Directors
At all meetings of Directors, except as otherwise specifically provided in this constitution and these by-laws, every question shall be decided by a majority of the votes of the Directors present in person.
Every question shall be decided in the first instance by a show of hands, unless a poll be demanded by any Director. Upon a show of hands, a declaration by the Chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the meeting shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. If a poll be demanded and not withdrawn, such poll shall be taken in such manner as the Chair shall direct, and the results of the votes of the Directors present and in person, shall be recorded in the minutes of the meeting. At any meeting of the Directors, whether upon a show of hands or on a poll, the Chair shall not be entitled to a second, or casting a deciding vote regarding any question.
No Director shall be entitled to vote or be present at a meeting of Directors during such time as a matter is being considered by the Board in which such Director has a conflict of interest. If such a matter arises, such Director shall at once declare a conflict of interest and withdraw from the meeting, and a note thereof shall be made in the minutes of the meeting.
A Director shall be deemed to have a conflict of interest in respect of a matter if she or he (or any person, firm or corporation in which such Director has an interest) has an interest, financial or otherwise, in the disposition of such matter by the Board in conflict with the fiduciary duty of such Director to the Members of the Association as a Director thereof.
ARTICLE 17: Nominating Committee
At least two (2) months prior to every Annual Meeting of Members, the Board of Directors shall elect a Nominating Committee to present the necessary number of names to the Annual Meeting of Members for election to the Board for the ensuing two (2) year term.
In case the Board of Directors fails for want of a quorum or for some other reason to elect the Nominating Committee within the time specified, then it shall be the duty of the President to appoint such Nominating Committee.
The report of the Nominating Committee shall be handed to the Secretary at least fourteen (14) days before the date of the Annual Meeting.
Any member of the Association may also nominate, in writing, a member in good standing for election at the Annual Meeting, such nomination and the written consent of all such nominees to be deposited with the Secretary at least fourteen (14) days before the date of the Annual Meeting.
The President, Vice-President, Secretary and Treasurer will be appointed by the Directors from within the newly elected Board at its first meeting.
ARTICLE 18: Removal of Directors
Members of the Association may, by resolution passed by at least two-thirds of the votes cast at a special meeting of members at which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of her or his term of office and may, by a majority of the votes cast at such meeting, elect any qualified person in his or her stead for the remainder of the term.
ARTICLE 19: Disqualification of Director
A Director shall be disqualified from holding office as a Director and Officer of the Association if that Director shall cease to maintain his or her interest in a leasehold or if the Director shall, without excuse satisfactory to the Board of Directors, absent himself or herself from three consecutive meetings of the Board.
ARTICLE 20: Vacancies in Board of Directors
So long as a quorum remains in office, any vacancy occurring in the Board of Directors may be filled by the remaining Directors from among the eligible Members in good standing. If the Director in respect of whom such vacancy occurs was an Officer of the Association, the remaining Directors shall appoint a Director to fill the Office so vacated. The person so appointed to the Board will sit until the next Annual General Meeting, where s/he will be eligible to run for re-election to the Board.
ARTICLE 21: Limitation on Authority of Individual Directors and Officers
No Director or Officer, except as provided in these by-laws, without the authority of the Board of Directors evidenced by a resolution passed at a meeting thereof, shall have the authority to enter into a contract on behalf of the Association or commit the Association to a course of action or make public statements on behalf of the Association.
ARTICLE 22: Duties of President and Past President
The President, or other appointed Chairperson shall, when present and except as stated below, preside at all meetings of the Members of the Association and of the Board of Directors, and shall supervise the general management and operation of the Association to ensure that, at all times, the policy of the Board of Directors is carried out. The President shall be ex-officio a Member of all Committees.
The first meeting of the Board of Directors following the election of a new Board will be called to order by the Past President presiding, regardless of whether the Past President intends to continue as a Director of the new Board. The Past President shall ensure that this first meeting is called and has an agenda. As early as possible in this first meeting, the new Board shall elect Officers. Upon election of Officers, the Past President will relinquish the chair in favour of the incoming President. The Past President shall not have a vote in this meeting unless he or she has indicated at the previous Annual Meeting the intent to take up the Past President position. In the event that the Past President is unable to fulfill his or her duties with respect to the new Board’s first meeting, she or he shall name an acting President from among the new Board of Directors for the first meeting of the new Board to fulfill the specific duties of the Past President with respect to this first meeting.
ARTICLE 23: Duties of the Vice-President
The Vice-President shall discharge the duties of the President in the absence of or upon the request of the President. The Vice-President shall perform such other duties as may from time to time be determined by the Board of Directors.
ARTICLE 24: Duties of Secretary
The Secretary shall be ex officio clerk of the Board of Directors and of the members, and shall record all minutes of all meetings of Directors and members in books kept for that purpose. The Secretary shall give all notices required to be given to members and to Directors, and shall perform such other duties as may from time to time be determined by the Board of Directors.
ARTICLE 25: Duties of Treasurer
The Treasurer shall keep full and accurate accounts of all receipts and disbursements in proper books of account, and shall deposit all moneys or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefore, and shall render to the Board of Directors at the regular meetings thereof, whenever required, an account of all transactions as Treasurer and of the financial position of the Association. The Treasurer shall also perform such other duties as may from time to time be determined by the Board of Directors. Unless the Board of Directors shall appoint a Membership Secretary, the Treasurer shall be ex officio the Membership Secretary.
ARTICLE 26: Appointment of Auditor
The Members at each annual meeting shall empower the Board of Directors to approve the appointment of a chartered or certified accountant or other person the Board deems to be adequately qualified, to examine the books of the Association and provide a report to be presented to the membership at the annual general meeting. The person so appointed shall not be a Director or Officer of the Association, but may be a member.
ARTICLE 27: Fiscal Year
The fiscal year of the Association, unless otherwise determined by the Board of Directors, shall terminate on the 31st day of March in each year.
ARTICLE 28: Financial Statements
The Directors shall lay before each Annual Meeting of Members a financial statement for the last completed fiscal year of the Association consisting of a statement of receipts and disbursements and such other statements as they shall think necessary. The financial statement shall be approved by the Board of Directors prior to the presentation thereof, such approval to be evidenced by the signatures at the foot of the statement of two (2) Directors duly authorized by the Board to sign such statement.
ARTICLE 29: Standing Committees
The Board of Directors shall appoint whatever Committees as it may deem necessary. Each Committee shall have a written description of its duties approved by the Board of Directors.
ARTICLE 30: Advisory Council
The Past Presidents of the Association will form an Advisory Council to give advice on issues upon request of the Board. Advisory Council members will be invited to Board meetings when their expertise and experience is required.
ARTICLE 31: Restriction on Powers of Committees
No Committee and no Member or Members of any Committee shall have the authority or power to commit the Association to any obligation or course of action without the prior express approval of the Board of Directors or, in case of emergency, without the prior approval of two (2) Officers of the Board of Directors, one (1) of which is either the President or Vice-President of the Association.
ARTICLE 32: Amendment to Constitution and By-Laws
The Directors may, at any time, alter or amend the Constitution and By-laws of the Association, but no such amendment shall be effective until confirmed by the vote of two-thirds of the Members of the Association present at the next Annual Meeting of the Members or at a special meeting of the Members called for the purpose of considering such amendment.
ARTICLE 33: Repeal of prior Constitution and By-laws
All Constitutions and By-Laws of the Association heretofore made, passed or adopted are repealed and rescinded by this Constitution and these By-laws, without prejudice to the validity of any action heretofore taken thereunder.
Amendments ratified and incorporated by CICA members present at the Annual General Meeting, May 3, 2011.