By Law 1 of FCA Incorporated
BY-LAW NO. 1
A By-law relating generally to the transaction of the affairs of the
Fallingbrook Community Association
(Ontario Corporation No. 923018)
BE IT ENACTED as a By-law of the Fallingbrook Community Association
- In these By-laws "Fallingbrook" shall mean that part of land
bounded on the north by St Joseph Blvd (Regional Road 34), on the
south by Innes Road (Regional Road 30), on the east by Trim Road
(Regional Road 57), and on the west by Tenth Line Road (Regional
- The head office of the Association shall be in the Province of
Ontario, and at such place therein as the directors may from time to
- In these by-laws and in all other by-laws of the Association,
hereafter passed unless the context otherwise requires, words
importing the singular number or the masculine gender shall include
the plural number or the feminine gender as the case may be, and
COMPOSITION OF BOARD OF DIRECTORS
- The affairs of the Association shall be managed by a Board of
Directors, each of whom, at the time of his election or within ten
days thereafter and throughout his term of office, shall be a member
of the Association.
- The Board shall consist of the following elected, appointed and
5.1. Four class A directors elected by the members at an annual
5.2. The immediate past President of the Association.
5.3. Class B directors to be appointed by a majority vote of the
directors named in paragraphs 5.1 and 5.2 above and other class
- Each director shall have one vote at meetings of the Board of
- In the case of a class A director, the director's term shall
begin following the adjournment of the general meeting at which he
was elected, and shall end when the director's resignation has been
accepted by the Board of Directors. In the case of a class B
director, the director's term shall begin upon his appointment and
shall end when the director's resignation has been accepted by the
Board of Directors.
REMOVAL OF DIRECTORS
- The members of the Association that are not directors may, by
resolution passed by at least two-thirds of the votes cast at a
general meeting of which notice specifying the intention to move
such resolution has been given, remove any director before the
expiration of his term of office, and may, by a majority of votes
(50%+1) cast at that meeting elect any person in his stead for the
remainder of the term.
- A class A director may also be removed after having been duly
advised by the Board of Directors, by a majority vote (50%+1) of the
Board of Directors at a Board meeting, and a replacement appointed.
- A class B director may be removed after having been duly advised
by the Board of Directors, by a majority vote of the Board of
Directors at a Board meeting, and a replacement appointed.
- If a director misses three successive regular meetings of the
Board, the Board may, at its discretion and after consultation with
the director concerned, deem that the director has resigned and
proceed to elect another director from the membership to complete
the term if required.
- A director may resign his office by delivering a resignation in
writing to the Secretary. The Board of Directors may proceed to
elect another director from the membership to complete the term.
- At the first annual meeting of members, the Board of Directors
then chosen pursuant to this By-law No. 1 shall replace the first
directors named in the Letters Patent of the Association.
VACANCIES ON BOARD OF DIRECTORS
- Vacancies on the Board of Directors, however caused, may so long
as 50% of the class A directors remain in office, be filled by the
directors from among the qualified members of the Association, if
they see fit to do so. In the event that fewer than 50% of the
directors remain in office, they shall forthwith call a meeting of
the members to fill the vacancies.
MEETINGS OF THE BOARD OF DIRECTORS
- Four directors shall form a quorum for the transaction of
- The Board of Directors may hold its meetings at such place or
places as it may from time to time determine. Directors' meetings
may be formally called by the President or Vice-President, or by the
Secretary on direction of the President or Vice-President, or by the
Secretary on direction in writing of five directors.
- Notice of such meeting shall be given to each director not less
than one week before the meeting is to take place.
- The Board may appoint a day or days in any month or months for
regular meetings at an hour to be named and of such regular meetings
no notice need be sent. A Directors' meeting may also be held, with
prior notice, immediately following the annual meeting of the
- No error or omission in giving such notice for a meeting 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 any such meeting and may ratify and approve of any or all
proceedings taken or had thereat.
- The directors may consider or transact any business either
special or general at any meeting of the Board.
- All Meetings shall be open to the public, except with prior
approval by a quorum of Directors. Meetings may be held in-camera.
- Questions arising at any meeting of directors shall be decided
by a majority of votes. In case of an equality of votes, the
chairman shall cast the deciding vote. All votes at such meetings
shall normally be taken in the usual way by assent or dissent. Votes
shall be taken by ballot only if demanded by any three directors
present. A declaration by the chairman that a resolution has been
carried and any entry to that effect in the minutes 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.
DUTIES OF THE BOARD OF DIRECTORS
- The Board may administer the affairs of the Association in all
things and make or cause to be made for the Association, in its
name, any kind of contract which the Association may lawfully enter
into and, save as hereinafter provided, generally may exercise all
such powers and do all such other acts and things as the Association
by its charter or otherwise is authorised to do.
- Without in any way derogating from the foregoing, the directors
are expressly empowered, from time to time, to purchase, lease or
otherwise acquire, alienate, sell, exchange or otherwise dispose of
shares, stocks, rights, warrants, options and other securities,
lands, buildings, and other property, movable or immovable, real or
personal, or any right or interest therein owned by the Association,
for such consideration and upon such terms and conditions as they
may deem advisable.
- The Board of Directors may prescribe such rules and regulations
not inconsistent with these By-laws relating to the management and
operation of the Association as they deem expedient provided that
such rules and regulations shall have force and effect only until
the next annual meeting of the members of the Association when they
shall be confirmed and, failing such confirmation at such annual
meeting of the members, shall at and from that time cease to have
any force and effect.
- The directors shall receive no remuneration for acting as such
but may receive reasonable and actual expenses incurred in the
performance of their duties.
- The Association hereby consents that each and every director or
officer of the Association shall be deemed to have assumed office on
the express understanding and agreement and condition that every
director and officer of the Association and his heirs, executors and
administrators of estate and effects respectively shall from time to
time and at all times be indemnified and saved harmless out of the
funds of the Association from and against all costs, charges, and
expenses whatsoever, which such director(s) or officer(s) sustains
or incurs in or about any action, suit or proceeding which is
brought, commenced or prosecuted against him or them for or in
respect of any act, deed, matter or thing whatsoever made and done
or permitted by him or them in or about the execution of the duties
of his or their office or offices, and also from and against all
other costs, charges and expenses which he or they sustain or incur
in or about or in relation to the affairs of the Association.
- The Board of Directors shall appoint from within the Board the
following Officers, whose term shall coincide with their term as
28.1. The President shall, when present, preside at all meetings
of the members of the Association and of the Board of Directors
as the Chairman. The president shall also be charged with the
general management and supervision of the affairs and operations
of the Association. The President with the Secretary or other
officers appointed by the Board for the purpose shall sign all
28.2. The Vice-President shall in the absence or inability of
the President, exercise the duties and powers of President and
shall perform such other duties as shall from time to time be
imposed by the Board of Directors.
28.3. The Secretary shall be the clerk of the Board of
Directors. He shall attend all the meetings of the Board of
Directors and record all facts and minutes of the all
proceedings in the book kept for that purpose. He shall give all
notices required to be given to members and directors. He shall
be the custodian of all books, papers, records, correspondence,
contracts and other documents belonging to the Association.
28.4. The Treasurer shall keep full and accurate accounts of all
receipts and disbursements of the Association in the proper
books of account and shall deposit all money 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. He shall disburse the funds of the
Association under the direction of the Board of Directors,
taking proper vouchers therefor and shall render to the Board of
Directors at the regular meeting thereof or whenever required of
him, an account of all his transactions as Treasurer and of the
financial position of the Association. He shall also perform
such other duties as may from time to time be determined by the
Board of Directors.
- The duties of all other directors shall be as determined from
time to time by the Board of Directors.
EXECUTION OF DOCUMENTS AND POWERS
- Contracts, deeds, transfers, licenses and engagements on behalf
of the Association may be entered into on behalf of the Association
by the President, the Vice-President, Treasurer or by any other
person authorised by the Board.
- Notwithstanding any provisions to the contrary in the By-laws of
the Association, the Board of Directors may at any time by
resolution direct the manner in which, and the person or persons by
whom, contracts or obligations of the Association may or shall be
- The Board of Directors may appoint such agents and engage such
employees as it shall deem necessary from time to time and such
persons shall have such authority and shall perform such duties and
receive such compensation as shall be prescribed by the Board of
Directors at the time of such appointment.
- All cheques, bills of exchange or other orders for the payment
of money, notes or other evidences of indebtedness in the name of
the Association, shall be signed by such officer or officers, agent
or agents of the Association and in such manner as shall from time
to time be determined by resolution of the Board of Directors.
- The Board of Directors may from time to time borrow money upon
the credit of the Association, issue, sell or pledge debt
obligations of the Association including without limitation bonds,
debentures, notes or other similar obligations of the Association
whether secured or unsecured.
- The Board of Directors shall take such steps as it may deem
requisite to enable the Association to acquire, accept, solicit or
receive legacies, gifts, grants, settlements, bequests, endowments
and donations of any kind whatsoever.
- The membership shall consist of the applicants for the
incorporation of the Association, any person of Ontario municipal
voting age while residing in Fallingbrook, and such other
individuals as are admitted as members by the Board of Directors.
- All members of a household of legal voting age residing in
Fallingbrook are members of the association and all can vote at
ANNUAL AND OTHER MEETINGS OF MEMBERS
- The Board of Directors shall hold at least one Annual General
Meeting of the members of the Association during each fiscal year.
- The Board of Directors, on direction in writing of 50 members,
shall have power to call at any time a special meeting of the
members of the Association. At such a special meeting no election is
to be held unless the notice of such election is part of the notice
for the special general meeting.
- The annual or special meeting shall be held at such location as
the Board of Directors may determine and on such day as the said
directors shall appoint. Notice of a meeting of members shall be
given at least 14 days prior to the date of the meeting.
- At every Annual General Meeting, the following business shall be
conducted, in addition to any other business that may be transacted:
41.1. The report of the Directors;
41.2. The financial statement;
41.3. The election of the elected portion of the Board of
- No error or omission in giving notice of meeting or any
adjourned meeting, of the members of the Association shall
invalidate such meeting or make void any proceedings taken thereat
and any member may at any time waive notice of any such meeting and
may ratify, approve and confirm any or all proceedings taken or had
VOTING OF MEMBERS AT MEETING OF MEMBERS
- A quorum for the transaction of business at any meeting of
members shall be as four Directors plus any number of members
present in person. Voting by proxy is not allowed.
- Each member of the Association shall at all meetings of members
be entitled to one vote.
- Evidence of membership in the association, namely a proof of
address, may be required as proof of membership before a person is
permitted to vote. Only one vote is permitted per members presents.
- Candidates for election to a position of director may appoint
- 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 written ballot be demanded by at least one third of the
- Upon a show of hands and unless a poll be demanded, a
declaration by the chairman that the resolution has been carried or
not carried and an entry to that effect in the minutes of the
Association shall be admissible in evidence as prima facie proof of
the fact without proof of the number or the proportion of the votes
accorded 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 Chairman shall direct
and the result of such poll shall be deemed the decision of the
Association in general meeting upon the matter in question.
- In case of an equality of votes at any general meeting, the
Chairman shall cast the deciding vote.
- The Board of Directors shall appoint a nominating committee
which shall cause notice of nominations to be placed in a local
newspaper at least three weeks prior to the annual general meeting.
The notice shall contain the names of the member(s) of the
nominating committee together with their address and telephone
numbers and a list of all positions to be elected.
- The nominating committee will accept any nominations for office
endorsed by a member in good standing so long as the nominee
consents to have the nomination stand. Nominations for directors
will be accepted by the nominating committee until one week prior to
the annual general meeting and, for such vacancies as may remain,
until and at the annual general meeting as may be appropriate in the
- If more nominations are received than there are directors'
positions to be filled, then the nominating committee shall have
made sufficient paper ballots containing the names of the nominees
in alphabetical order to be used for the voting of members for such
directors at the annual general meeting.
- Unless otherwise determined by the Board of Directors, the
fiscal year of the Association shall terminate on the 31st day of
March in each year.
- In the event that the Association shall be dissolved, all assets
of the association shall be given to the Corporation of the Township
AMENDMENTS OF BY-LAWS
- The By-laws of the Association may be repealed or amended by
resolution enacted by a majority of the directors at a meeting of
the Board of Directors and approved by an affirmative vote of at
least two-thirds of the voting members at a general meeting duly
called for the purpose, among others, of considering the said
The letters Patent were issued 16 January 1991.
The original Bylaw #1 was passed at the first annual general meeting of
the Association following its incorporation, on 24 April 1991. The first
Class A directors elected at that time were:
This change to the Bylaw #1 was passed at the Annual General
Meeting of the Fallingbrook Community Association on 8 May 1998.