BYLAWS OF WHITE TROUT ROAD ASSOCIATION
These bylaws relate generally to the transactions of the affairs of the White Trout Road Association (“WTRA”). When the municipality began using 911 identifiers it was also called White Trout Drive. The Ontario Corporation Number is 1836308. These bylaws are meant to be genderless so any reference to he, him or his shall apply to either sex.
- The object of WTRA is to provide for the maintenance of a vehicular access road to service cottages for a benefit of the Members and to promote safety for all persons using such road. Said road means Road A and Road B (as defined in Appendix A) only for use in spring, summer and fall. (See Appendix A)
WTRA also includes seven feeder roads which are reached via White Trout Road, namely: Tradewinds, Pathfinder, Meeting Trail, Bonnie Blue Lane, Shoreline, Chancellor and the far end of Summit Drive (eastern terminus of Road ‘B’). The maintenance and safety of each feeder road is the responsibility of the Members whose properties are adjacent to that feeder road. Road A and Road B and the feeder roads are shown in the map (Appendix B).
- The registered office address of WTRA is in the Township of Minden in the county of Haliburton and is at: 69 Bobcaygeon Road, Minden Ontario.
3 (a) Membership within WTRA shall be based on ownership of any property (defined itself as being any land that is assessed by the municipality for the construction of a single family dwelling or residence) which has vehicular access via any portion of White Trout Road. Where the registered title to a property is held by more than one person, the registered owners shall collectively constitute one member, and shall be assessed one road fee, and shall be entitled to one vote on any matter set forth by these by-laws where a vote is allowed or required.
(b) Only those members who have paid their assessed road fees as set by these by-laws and by the Board of Directors shall be deemed as members in good standing with WTRA.
(c) Only those members in good standing with WTRA shall be entitled to vote and receive notice on any matter authorized by these by-laws.
BOARD OF DIRECTORS
- There shall be a Board of five Directors (“the Board”) consisting of four persons (“Directors”) to be elected at the annual general meeting from the Members of WTRA and the Past-President.
All Members of WTRA who are 18 years of age or over are eligible to hold positions on the Board.
The election may be by a show of hands of Members, unless a ballot is demanded by any Member.
The Board is responsible for control, management and oversight of the affairs of WTRA and reporting thereon to the annual meeting of Members.
The term of office will be two (2) years or a portion of a two (2) year term to fill a vacancy. A person may be elected to the Board for up to three terms and then must step down. The person may be elected to the Board again after sitting out at least one term.
The Board shall meet semi-annually, or more frequently, as it shall determine.
VACANCIES, BOARD OF DIRECTORS
- Vacancies on the Board may, so long as a quorum of Directors remains in office, be filled by the Directors from among the Members of WTRA; otherwise such vacancy shall be filled at the next annual general meeting of the Members at which the Directors for the ensuing year are elected. If there is not a quorum of Directors, the remaining Directors shall call a meeting of the Members to fill the vacancy.
QUORUM AND MEETING OF THE BOARD OF DIRECTORS
- Three (3) Directors of the Board shall constitute a quorum.
The Members of WTRA may, by resolution passed by at least two-thirds of the votes cast at a general meeting, of which notice has been given, remove any Director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any person in his/her stead for the remaining of his term.
The Board may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their written consent to the meeting being held in their absence.
ERRORS IN NOTICE, BOARD OF DIRECTORS
- No error or omission in giving such notice for a meeting of the Board shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of such meeting and may ratify and approve of any or all proceedings taken.
VOTING, BOARD OF DIRECTORS
- Questions arising at any meeting of Directors shall be decided by a majority of votes. The President shall only vote in case of an equality of votes. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes shall be proof of the fact.
POWERS, BOARD OF DIRECTORS
- The Directors of WTRA may administer the affairs of WTRA in all things and make or cause to be made for WTRA, in its name, any kind of contract which WTRA may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as WTRA is by its constitution or otherwise authorized to exercise and do.
REMUNERATION OF DIRECTORS
- The Directors shall receive no remuneration for acting as Directors. Expenses incurred by Directors that have been approved by the board on behalf of WTRA shall be reimbursable.
COMMITTEES OF THE BOARD
- The Board may appoint or elect such special committees as are deemed necessary to consider special projects or problems arising from time to time. The Board will define the terms of reference of each such committee.
The Road Committee is to be appointed by the Board and all costs will be approved by the Board prior to work being commenced.
OFFICERS OF WTRA
- The officers of the Board (“Officers”) shall be a President, Vice-President, Secretary, Treasurer and Past-President. The President and Vice-President shall be elected by the Board from among their number at the first meeting of the Board after the annual election of such Board. At the discretion of the Board the Offices of Secretary and Treasurer may be held by one person.
DUTIES OF PRESIDENT AND VICE-PRESIDENT
- The President shall, when present, preside at all meetings of the Members of WTRA and of the Board. The President is responsible for the general management and supervision of the affairs and operations of WTRA. The President with the Secretary or other officer appointed by the board for the purpose shall sign all bylaws. The Vice President shall also be the chair the Road Committee.
During the absence or inability of the President, his duties and powers may be exercised by the Vice-President.
DUTIES OF SECRETARY
- The Secretary shall attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to Members and to Directors. He shall be the custodian of all non-financial: books, papers, records, correspondence, contracts and other documents belonging to WTRA.
DUTIES OF TREASURER
- The Treasurer shall keep full and accurate accounts of all receipts and disbursements of WTRA in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of WTRA of such bank or banks as may from time to time be designated by the Board. He shall disburse the funds of WTRA under the direction of the Board, taking proper vouchers and shall render to the Board at regular meetings or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of WTRA.
16a. The Chair of the Road Committee will provide regular reports to The Board. The responsibilities of the Road Committee will include regular road inspections and arranging for such maintenance and improvements as they see to be required based on these inspections.
16b. Road Damage: If any member, or their guests, or their contractors, etc, damages the road, at any time of the year, it is the member’s responsibility to either repair the road at the member’s expense or provide suitable restitution to the Association.
16c. Road Suppliers/Contractors: All suppliers/contractors who are contracted to perform maintenance work on the road must carry full liability insurance for employees and equipment.
EXECUTION OF DOCUMENTS
- 17. Deeds, transfers, licences, contracts and engagements on behalf of WTRA shall be signed by the President or by the Vice-President or by the Secretary.
Contracts in the ordinary course of WTRA’s operations may be entered into on behalf of WTRA by the President, Vice-President and Treasurer or by any person authorized by the Board.
BOOKS AND RECORDS
- The Directors shall see that all necessary books and records of WTRA required by the bylaws of WTRA are regularly and properly kept.
- The Board has the right to assess fees on each and all Members.
The fixing of fees shall be approved at the AGM.
Fees may be of a multi-level nature with an annual base fee plus an optional surcharge fee for maintenance or for a capital expenditure or for a significant event damaging the road.
All WTRA fees are due to be paid on or before the date of the AGM.
The Board can pass a resolution approving the pursuit of any non paying Member.
ANNUAL AND OTHER MEETINGS OF MEMBERS
- There shall be at least one annual general meeting (“AGM”) per calendar year, to which all Members shall be invited with a minimum of two (2) weeks’ notice.
The rules of order of all meetings of WTRA and the Board shall be governed by the Revised Edition of Roberts’ Rules of Order, together with any relevant provisions laid down in these bylaws.
At the AGM the Board shall receive all committee reports and present to the Members an annual report of all of WTRA’s activities during the past term.
A report of the Board meetings will be shared with the Members at least once a year. One of these reports will be at the AGM.
Special meetings may be called by the President or at the request of the majority of the Board or at the request of at least twenty-five per cent (25%) of the Members.
ERROR OR OMISSION IN NOTICE
- No error or omission in giving notice of any annual or general meeting of the Members of WTRA shall invalidate such meeting or make void any proceedings taken.
QUORUM OF MEMBERS
- Thirty per cent (30%) representation of the Members shall constitute a quorum at any general or special meeting of the Members.
VOTING OF MEMBERS
- Each Member shall, at all meetings of Members, be entitled to one (1) vote and he may vote by proxy. Such proxy need not himself be a Member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents.
Only Members shall be entitled either in person or by proxy to vote at meetings of WTRA.
There shall be a recording taken at the beginning of meetings to identify the present Members.
Every motion shall be decided by a majority of the votes of the Members present in person or represented by proxy. Every motion shall be decided by a show of hands of Members unless a poll is demanded by any Member. Any Member may present and second motions.
- Unless otherwise ordered by the Board, the fiscal year of WTRA shall commence on May 1st and terminate on April 30th, in each year.
- All cheques or other evidence of indebtedness issued in the name of WTRA shall be signed by the President or the Vice-President or the Treasurer. Any one of such Officers may alone endorse notes and drafts for collection on account of WTRA through its bankers, and endorse notes and cheques for deposit with WTRA’s bankers for the credit of WTRA. Any one of such Officers so appointed may arrange, settle, balance and certify all books and accounts between WTRA and the WTRA’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES AND SAFEKEEPING
- The securities of WTRA shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board.
Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of WTRA signed by such Officer or Officers of WTRA, and in such manner, as shall from time to time be determined by resolution of the Board.
- Whenever under the provisions of the bylaws of WTRA, notice is required to be given, such notice may be given either personally or by mail or by Email or by telephone call. For the purpose of sending any notice the address of any Member, Director or Officer shall be his last address or Email address as recorded on the books of WTRA.
Information from or about WTRA Members will not knowingly be disseminated outside WTRA Membership without the Members’ permission.
- No Director or Officer may borrow any money on behalf of WTRA without agreement from a majority of Members at a properly communicated General Membership meeting.
- If WTRA should be dissolved and after the payment of all debts and liabilities, the remaining property of WTRA shall be distributed equally to the Members at that time.
PROTECTION OF DIRECTORS AND OFFICERS
- No Director or Officer of WTRA shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipts or other act for conformity, or for any loss or expense happening to WTRA through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of WTRA, or for the insufficiency or deficiency of any security in or upon which any of the monies of WTRA shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of WTRA shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless in or as a result of any action, suit or proceeding he is adjudged to be in breach of any duty or responsibility imposed upon him under The Corporations Act or under any other statute.
INDEMNITY OF DIRECTORS AND OFFICERS
- Every Director or Officer of WTRA and his heirs, executors and administrators, and estate and effects respectively, shall, be indemnified and saved harmless, subject to the provisions of The Corporations Act, out of funds of WTRA, from and against:
(a) any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and
(b) all other costs, charges and expenses that he sustains or incurs in respect of the affairs of WTRA
provided that no Director or Officer of WTRA shall be indemnified by it in respect of any liability, costs, charges or expenses that he sustains or incurs in or about any action, suit or other proceeding as a result of which he is adjudged to be in breach of any duty or responsibility imposed upon him under The Corporations Act or under any other statute unless, in an action brought against him in his capacity as Director or Officer, he has achieved complete or substantial success as a defendant.
INSURANCE FOR DIRECTORS, OFFICERS AND MEMBERS
32(a) The Board shall purchase and maintain insurance for the benefit of the Directors and Officers of WTRA against liabilities, costs, charges and expenses sustained or incurred by such Director or Officer in respect of the execution of the duties of his office or in respect of the affairs of WTRA, except as prohibited by The Corporations Act. Such insurance shall include both specific Directors and Officers (D&O) insurance and public liability insurance.
(b) Public liability insurance will also be maintained to provide a benefit for the Members of WTRA against liabilities, costs and charges and expenses incurred against the WTRA.
ADDITION OF FUTURE ROADS
- For additional roads to be added:
(a) such roads would have to meet or exceed the standards of existing roads as assessed by the Board.
(b) an application would then be forwarded to the Board.
(c) a tentative negotiated agreement would require Membership approval.
- No amendments to these bylaws-shall be made except at the AGM, or at a special meeting. Written notice of any such meeting at which an amendment to these bylaws is proposed, shall be given at least two weeks prior to the date of the meeting. Such notice must contain the Notice of Motion, together with the name or names of Members proposing and seconding it. An amendment so called may be passed by a two-thirds majority of the Members in good standing, providing that such meeting there be a quorum. Any amendment so passed becomes effective immediately after the meeting, at which it is formally adopted.
- The Board shall rule on any matter which it considers may be in conflict with or in violation of these bylaws or on any matter on which these bylaws may be silent.
ENACTED by the Board this ________________day of ____________________
DEFINITION OF ROAD “A” and ROAD “B”
Road A is that portion of White Trout Road commencing at Kawagama Lake Road (County Road 8) and ending at the junction of Meeting Trail.
Road B is that portion of White Trout Drive commencing at the junction of Meeting Trail and ending at the 911 identifier number 1641 and also that portion of Summit Drive that commences at the junction of White Trout Drive and ends near the highest point of Summit Drive at the fork in the road beside 911 identifier number 1072.
From the end of Summit Drive to County Road 8 via Road B and Road A is approximately 3.5 kilometres.
Seasonal Road: The Road is a seasonal road, maintained for use in spring/summer/fall. Liability insurance is carried for the full year. Winter access requirements are the responsibility of the individual cottager(s), not the Association. Winter access is defined as the period requiring snow ploughing for access and such snow ploughing must be contracted to only fully insured suppliers. The winter users shall provide a liaison person to meet with the Board on an “as required” basis
MAP OF WHITE TROUT ROAD AND ITS FEEDER ROADS
[editor’s note: map needs to be inserted in this location]