The Association shall be called the Southampton Residents’ Association, shall be a not-for-profit association and shall consist of members who qualify for membership pursuant to the By-laws of the Association.
The Association has been formed by an amalgamation of the Southampton Property Owners’ Association and the Southampton Beach Association
a. Voting Membership in the Association shall be open to any person who is an owner of property within the boundaries of the former town of Southampton and who has paid the current annual fee for membership on or before the date of the annual meeting in any given year. The directors may also accept as a voting member any person who applies for such membership and whom the directors believe accepts the principles and objects of the Association
b. Membership fees shall be as determined by the directors of the Association from time to time.
c. All members shall be bound by the by-laws and regulations of the Association.
d. The directors of the Association may establish different categories of membership from time to time provided that the directors at all times must be chosen from the voting membership described in clause a. above.
a. The affairs of the Association shall be conducted by the directors of the Association who shall be elected from the voting membership.
b. There shall be a minimum of 9 and a maximum of 15 directors, the number to be set each year by the directors prior to the annual general meeting. One-third of the directors shall be elected each year at the annual general meeting by a show of hands (subject to Section 6(c)) for a three year term except the first year in which one-third of the directors shall be elected for 3 years, one-third shall be elected for two years and one-third shall be elected for one year.
c. Nominations for the directors other than by the Nominating Committee shall be made in writing and must be received by the Secretary of the Association at least 7 days prior to the annual general meeting.
d. If a director ceases to be a director for any reason prior to the end of such director’s term, the remaining directors may appoint another member to complete such director’s unexpired term.
e. A minimum of 5 directors shall form a quorum for the transaction of business. Meetings of the directors may be called by the President or by a majority of directors and may be held by telephone or such place as designated in the notice. Notice of a meeting of directors may be given by telephone message or e-mail transmission at least 24 hours prior to the meeting or by mail if mailed at least 5 days before the meeting. The directors may agree to dispense with such notice for any given meeting. A meeting of the directors shall also be held, without notice, immediately following the annual meeting for the purpose among other things of electing the officers of the Association. In the event that neither the President nor the Vice President is present at a meeting of the directors, the directors attending the meeting shall choose a Chair of the meeting from amongst those directors present.
f. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chair of the meeting shall have a second or casting vote, but only if the President is the Chair. A declaration by the Chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be sufficient evidence of the fact.
The officers of the Association shall consist of a President, a Vice President, a Secretary, a Treasurer, or in lieu of a Secretary and a Treasurer, a Secretary-Treasurer and such other officers as the directors may appoint from time to time.
The duties of the officers shall be as follows:
The President shall chair the annual general meetings, all special and general meetings and all meetings of the directors.
(ii) Vice President
The Vice President shall perform the duties of the President in the absence of or upon the delegation of the President.
The Secretary need not be a director of the Association, shall have charge of all books and records pertaining to the Association, shall duly record the minutes of the annual general meeting, any special and general meetings and all meetings of the directors, and shall give all notices required to be given by the Association and otherwise perform all duties normally performed by a secretary. The Secretary, or such other person as the directors may appoint to assist the Secretary, shall keep an up-to-date membership list.
The Treasurer need not be a director and shall collect, receive and have the care and custody of all funds of the Association. The Treasurer shall deposit all such funds in such bank accounts and with such banks as the directors may determine from time to time. The Treasurer shall present a financial report to the annual general meeting and at such other times as required by the directors.
(v) Executive Director
The directors may appoint an Executive Director who may but need not be a director or another officer of the Association to manage the day to day operations of the Association. The directors may authorize the payment of an honorarium to the Executive Director. The Executive Director shall report to the directors whenever requested and shall present an annual report to the annual general meeting.
4. Signing Authority
Those persons authorized to sign cheques, deeds, contracts or other documents on behalf of the Association or to make withdrawals from any bank accounts of the Association shall be such person or persons as determined by the directors from time to time.
Committees may be formed from time to time by the directors to perform such functions within the objects of the Association as the directors determine. The Chairman may but need not be appointed from among the directors but at all times the Committee shall act only in accordance with such authority as has been conferred upon them by the directors. There shall be a nominating committee established by the directors for the purpose of reporting to the annual general meeting their nominations for directors. Such committee shall consist of at least two directors.
6. Meetings of Members
a. Annual General Meeting – The Association shall hold an annual general meeting in July or August of each year, as determined by the directors, for the purpose of electing directors, receiving reports of the President, the Treasurer and the Nominating Committee and for the transaction of any other business. Notice of such meeting shall be given by deposit of such notice in the Canadian mails at least 14 days prior to the meeting and addressed to each member at the address on the most recent list of members held by the Secretary of the Association or by e-mail sent at least 10 days prior to the meeting to the e-mail address given by any such member to the Secretary of the Association for such purpose.
b. Special General Meetings – The directors of the Association may call a special general meeting of the Association when deemed necessary by the directors. Such special general meeting shall be called in the same manner as the annual general meeting.
c. Voting – At each annual general meeting or special general meeting, each voting member shall have one vote on each motion put before the meeting, which vote shall be determined by a simple majority on a show of hands. In case of an equality of votes, the Chair of the meeting shall have a casting or second vote. In the event that there are more nominations for directors than positions available, the election of directors shall be by secret ballot overseen by a scrutineer appointed by the directors.
7. Fiscal Year
The fiscal year of the Association shall terminate on the last day of May of each year.
The directors may, by resolution, amend, repeal or reenact the constitution of the Association or its by-laws and any such amendment, repeal or reenactment, unless in the meantime confirmed by a majority of votes cast at a special general meeting of the members called for such purpose, is effective only until the next annual general meeting and unless confirmed at such meeting by a majority of votes cast, shall cease to have effect at and from that time.
Any member of the Association may be expelled by a two-thirds vote of the directors, for good reason, after having had due notice of the meeting called for the purpose of considering the expulsion, which notice shall specify the purpose for which the meeting was called.
The directors may authorize the hiring of a person to provide patrol services to those members who pay a separate fee for such services, which fees shall be determined by the directors and shall not be commingled in the books of the Association with the annual membership fees referred to in Section 1(b).