Brant Law Association By-Laws
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of the Brant Law Association.
WHEREAS the corporation was incorporated by Letters Patent issued by the Minister of Consumer
and Commercial Relations on the 17th day of August, 1990, for the following objects:
(1) To server the professional needs of the members by maintaining a Law Library for the
shared use of the member, and authorized members of the public;
(2) To organize, promote and present programmers for the continuing legal education of the members;
(3) To publish and circulate news letters and other material for the information and legal education of
the members;
(4) To provide a forum for communications among the members through publications, special interest sections,
special events and ancillary membership services;
(5) To represent the members in relations with the judiciary, Law Society of Upper Canada, lawyers associations,
governments agencies, the media, and the public.
1. Interpretation
1.01 In this by-law and all other by-laws and resolutions of the
corporation unless the context otherwise requires:
(1) the singular includes the plural;
(2) the masculine gender includes the feminine;
(3) "Board" means the Board of Directors of the Corporation;
(4) "corporation" means the Brant Law Association;
(5) "Corporation Act" means the Corporation Act, R.S.O. 1990, c C-28 and any statue amending or enacted in
substitution therefore, form the time to time;
(6) "Documents" includes deeds, mortgages, hypothecates, charges, conveyances, transfers and assignment of
property, real or personal, movable or immovable, agreements, leases, receipts and discharges fro the payment of money
or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all
paper writings.
1.02 Headings used in the by-laws of the Corporation are for convenience
of reference only and shall not affect the construction or interpretations thereof.
1.03 If any of the provisions contained in this by-law are
inconsistent with those contained in the Letters Patent, the provisions contained in the Letters Patent shall
prevail.
2 Head Office
The head office of the Corporation shall be in the City of Brantford, in the Country of Brant, Province of
Ontario and at such place therein as the Board may from time to time by resolution determine
3 Seal
The seal which is impressed hereon shall be the corporate seal of the Corporation.
4 Directors
4.01 The affairs of the Corporation shall be managed by a Board composed
of persons who are members of the corporation.
4.02 Directors, subject to the provisions of
Section 4.404, shall be elected in the manner set out in article 7. Each
Director, subject to the provisions of the Letters Patent, shall hold office until the second annual meeting after
election and until his successor has been elected and qualified.
4.03 Qualifications
Each Directory shall:
(1) be at the date of, or become within ten days after hi election, and thereafter remain through his term, a
member of the Corporation who is qualified by the term of Section 9 to hold office;
(2) be at least 18 years of age; and
(3) Not be an undischarged bankrupt or a mentally incompetent person.
4.04 Vacancies
So long as a quorum of the Directors remains in office, a vacancy o the Board may be filled by the
Directors from among the members of the Corporation.
If no quorum of Directors exists, the reaming Directors shall forthwith call a general meeting of members to fill the
vacancies on the board.
4.05 Removal of Directors
Members of the Corporation may, by resolution passed by at least two-thirds of
the votes cast at a general meeting of which notice
specifying the intention
to pass such resolution has been give, remove any Directory
elected by the members or appointed in the accordance
with the provisions of the paragraph 4.04 hereof, before the expiration of his term of
office, and may, by a majority of the votes cast at that meeting,
elect any member in his stead for the remainder of his term. In additions, the office of any
Director who is absent from three successive meetings of
the Board of Directors
shall ipso facto be vacated, unless valid reasons for such non-attendance sufficient to the Board of
Directors are shown by the Director. The council shall report the attendance record
of each Directory at the each annual meeting.
4.06 Quorum
A quorum for the transaction of business at meetings of the Board shall be the smallest whole number that is
not less than two-fifths of the members of the Board.
4.07 Meetings
Meetings of the Board and of the Executive Committee may be held at any place within the County of Brant as is
designated in the notice calling the meeting. Meetings of the Board may be called by the President, Vice President or
by the Secretary upon the direction in writing of two Directors.
4.08 Notice
Subject to the provision of Section 4.07, notice of Board and any Executive Committee meetings shall be
delivered, telegraphed, telephoned, or sent by facsimile machine not less than one day before the meeting is to take
place or shall be mailed to each Director not less than ten days before the meeting is to take place. The Statutory
Declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and
conclusive evident of the giving of such notice. No formal notice of a meeting is necessary if all the Directors are
present or if those absent have signified their consent to the meeting being held without notice their absence.
4.09 Voting
Questions arising at any meeting of the Board shall be decided by a majority vote. In the case of an equality
of votes, the Chairman, in addition to his original vote, shall have a second or deciding vote. At all meetings of the
Board every question shall be decided by a show of hands unless a poll on the question is required by the Chairman or
requested by any Director. A Declaration by the Chairman that a resolution has been carried and an entry to that
effect in the minute book is conclusive evidence of the fact without proof of the number of proportion of votes in
favour of or against the resolution.
4.10 Remuneration of Directors
The Directors of the Corporation shall serve without remuneration, and no Director shall directly or indirectly
receive any profits from this position as such; provided that a Director may be paid reasonable expenses incurred by
him in the performance of his duties.
4.11 Powers
The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause
to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into;
delegate any of its powers to the Executive Committee and delegate administrative powers to officers and committees;
save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the
Corporation is by its Letters Patent or otherwise authorized to exercise and do.
5. Executive Committee
5.01 There shall be an Executive Committee composed of the officers who
are members of the Board of Directors and two additional members of the Board of Directors.
5.02 The Executive Committee shall exercise such powers and perform such
duties as may be assigned to it by the Board of Directors. It shall implement and administer such policies as are set
down by the board.
5.03 The Executive Committee may meet for special purposes and may be
empowered to act as authorized by the Board of Directors between meetings or during any period when the Board of
Directors is unavailable.
5.04 Minutes shall be kept of all meetings of the Executive Committee and
actions taken by the Executive Committee shall be reported to the next regular meeting of the Board of Directors.
5.05 A simple majority of the Executive Committee members shall constitute
a quorum for any regular or special meeting of the Executive Committee.
6. Board Meetings
6.01 The Board of Directors shall meet regularly one a month.
6.02 Notice of every regular meeting of the Board shall be transmitted in
writing to every Director not less than six full days in advance of the date set.
6.03 Notice of ever special meeting of the Board of Directors shall be
given to every Director not less than twenty-four hours in advance of the time set, and shall be transmitted either in
writing, by telegram, telephone, or facsimile machine. Any accidental omission or failure to notify a Director shall
not invalidate any resolution passed or any action taken at a meeting at which a quorum of the Board of Directors is
present. Special meetings of the Board may be called at any time by the President.
7. Election of Board
7.01 Subject to the provisions of the Corporations Act, Directors, other
than ex officio Directors, if any, shall be elected by members entitled to vote.
7.02 A Director, if otherwise qualified, is eligible for election for two
consecutive full two year terms, and thereafter is not eligible for re-election until a period of eleven months has
lapsed from the date of his retirement.
7.03 At each annual meeting a number of Directors equal to the number of
Directors retiring shall be elected for terms of two years by and from among the members eligible to vote and to hold
office.
7.04 Candidates for the office of Director shall include:
(1) the candidates for office proposed by the Nominating Committee, or if there is no
Nominating Committee, by the Executive Committee; and
(2) the persons whose names are put in nomination by any member entitled to vote at any time before nominations
are closed at the meeting of members at which the election of Directors is held.
7.05 Where:
(1) the number of candidates nominated is equal to the number of offices to be filled, the
Secretary of the meeting shall cast a single ballot electing that number of candidates for the offices; and where
(2) the number of candidates nominated is greater than the number of offices to be filled, the election shall be by
ballot.
7.06 The Board shall prescribe the form of nomination paper and the form
of a ballot.
8. Officers
8.01 There shall be a President, Vice President, Treasurer, Secretary and
such other officers as the Board of Directors may determine by by-law from time to time. One person may hold more than
one office except the office of President and Vice President. The officers shall be elected to the Board of Directors
from among their number at the first meeting of the Board after the election of such Board of Directors, provided that
in default of such election, the members of the Board shall hold office until their successors are elected. Each
office shall be elected for two fiscal years.
8.02 The President shall, when present, preside at all meetings of the
Board, Executive Committee and members. The President shall supervise the affairs and operations of the Corporation
and with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership
certificates, and have the other powers and duties from time to time prescribed by the Board or Executive Committee or
incident to his office.
8.03 During the President’s absence or inability to act his duties and
powers may be exercised by the Vice President. If the Vice President exercises any of those duties or powers, the
absence or inability to act of the President shall be presumed without reference thereto. The Vice President shall
also perform the other duties from time to time prescribed by the Board or Executive Committee or incident to his
office.
8.04 The Sectary shall be the ex officio clerk of the Board or Executive
Committee, and shall attend all meetings of the Board and of the Executive Committee and all the meetings of the
members of the Corporation, to record all facts and minutes of those proceedings in the books kept for that purpose.
He shall give all notices to be required to be given to members and to Directors. He shall be the custodian of the
corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the
Corporation. He shall perform the other duties from time to time prescribed by the Board or the Executive Committee
or incident to his office.
8.05 The Treasurer shall keep full and accurate accounts of all receipts
of the Corporation and proper books of account and shall deposit all monies or other valuable assets to the credit of
the Corporation in the bank or banks from time to time designated by the Board or Executive Committee. He shall
disburse the funds of the Corporation under the direction of the Board or Executive Committee, taking proper vouchers
therefore and shall render to the Board or Executive Committee, whenever required of him, an account of all his
transactions as treasurer and of the financial position of the Corporation. He shall cooperate with the auditors of
the Corporation during any audit of the accounts of the Corporation and perform the other duties from time to time
prescribed by the Board or Executive Committee or incident to his office.
9. Membership
9.01 There shall be two classes of membership in the Corporations:
(1) ordinary members;
(2) honorary members;
9.02 All lawyers in good standing with the Law Society of Upper Canada
practicing in Brant County may be admitted as ordinary members.
9.03 From time to time, the Board may admit for life or lesser terms
without payment of any fee or assessment, as an honorary member, a person who, in the opinion of the Board, has made
an outstanding contribution to the quality of legal practice and institutions in Brant County.
9.04 Voting Class. No person who is not an ordinary member shall be
entitled to vote in any proceedings of the Corporation.
9.05 Holding Office. No person who is not an ordinary member shall be
qualified to hold office in the Corporation as a Director.
9.06 Liability of Members. Members shall not, as such, be held answerable
or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment
loss, injury, transaction, matter or thing related to or connected with the Corporation.
9.07 Revocation of Membership. Any member may be expelled from the
Corporation for cause by a two-thirds (2/3) vote taken by ballot of the members present and eligible to vote at an
annual or other general meeting of members.
9.08 Termination of membership. A membership in the Corporation
automatically terminates upon the happening of any of the following events:
(1) if the person, in writing, resigns as a member of the Corporation
(2) if the member dies;
(3) if a person is expelled from the Corporation pursuant to section 9.07; or
(4) if an assessment under the authority of section 9.09 remains unpaid for more than sixty (60) days after notice
of the assessment has been given to the member.
Notwithstanding termination of membership, a former member remains liable for any assessment levied under the
authority of section 9.09 prior to termination of his membership.
9.09 Membership Dues. Membership dues, assessments and similar
obligations (“assessments”) may only be levied if authorized by:
(1) three-quarters (3/4) of the members of the Board; and
(2) two-thirds (2/3) of the votes of members eligible to vote at an annual or other general meeting , notice of
which shall include notice of intention to seek such authority.
Notice of an assessment shall be mailed to each member.
Provided, however that no assessments may be levied against any Honorary Member.
10. Annual Meeting
The annual meeting of the members shall be held each year within Brant County, at the time, place and date
determined by the Board, no later than June 30 of the succeeding year, for the purpose of:
(1) hearing and receiving reports and statements required by the Corporations Act to be read
at and laid before the Corporation at an annual meeting;
(2) electing such Directors as are to be elected at such annual meeting;
(3) appointing the auditor and affixing or authorizing the Board to fix his remuneration;
(4) approving the financial statement and the report of the auditors brought before the meeting;
(5) transacting any other business properly brought before the meeting.
11. General Meeting
The Board at any time may call a general meeting of members for the transaction of any business, the general
nature of which is specified in the notice calling the meeting. A general meeting of members may also be called by
members as provided in the Corporation Act.
12. Notice of Meeting
Notice of the time and place of the annual and special general meetings shall be sent to all registered members
at least ten (10) days prior to the date of the meeting by sending by prepaid mail to the last address of the
addressee as shown on the Corporation records.
13. Quorum
Eight (8) members present in the person constitute a quorum at a meeting of members, and no business shall be
transacted at any meeting unless the requisite quorum is present at the commencement of such business.
PROVIDED HOWEVER that where:
(1) less than eight (8), but two (2) or more, persons are present in person after one-half
hour after the commencement time specified in the notice calling the meeting of members; and
(2) the business transacted is limited to the selection of a Chairman and a Secretary for the meeting, the
recording of the names of those present, and the passing of a motion to adjourn the meeting with or without specifying
a date, time and place for the resumption of the meeting, then two (2) persons present in person constitute a quorum.
PROVIDED FURTHER that at the meeting at the date, time and place specified in the motion to adjourn referred to
in subsection 13(2), numbers of person present required for quorum shall be divided by two.
14. Voting by Members
Unless otherwise required by the provisions of the Corporation Act or the by-laws of the Corporation, all
questions proposed for consideration at a meeting or members shall be determined by a majority of the votes cast by
members entitled to vote. In the case of an equality of votes, the chairman presiding at the meeting has a second
or deciding vote.
15. Proxies
Every member entitle to vote at meetings or members may be means of proxy appoint a person who need not be a
member as his nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by
the proxy. A proxy shall be in writing, shall be executed by the member entitled to vote or his attorney authorized
in writing, or, if the member is a body corporate, under its corporate seal or by an officer or attorney thereof duly
authorized, and ceases to be valid one year from its date. Subject to the requirements of the Corporation act, a
proxy may be in such form as the Board from time to time prescribes or in such other form as the chairman of the
meeting may accepts as sufficient, and shall be deposited with the secretary of the meeting before any vote is called
under its authority, or at such earlier time and in such manner as the Board may prescribe.
16. Show of Hands
At all meetings of members every question shall be decided by a show of hands unless otherwise required by a
by-law of the Corporation or unless a poll is required by the chairman or requested by any member entitled to vote.
Upon a show of hands, every member entitled to vote or proxyholder for a member entitled to vote present in person
shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a
declaration by the chairman that a resolution has been carried or lost by a particular majority and an entry to that
effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number of proportion
of votes recorded in favour or against the motion.
17. Chairman of Meeting
In the absence of the President, or the Vice-President the members entitled to vote present at any meeting of
members shall choose another Director as chairman and if no director is present or if all the Directors present
decline to act as chairman, the members present shall choose one of their number to be chairman.
18. Polls
If at any meeting a poll is requested o the election of a chairman or on the question of adjournment, it must
be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner
and either at once or later at the meeting or after adjournment as the chairman directs. The result of a poll shall
be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn
at any time prior to the taking of the poll.
19. Adjournments
Any meeting of members may be adjourned to any time and from time to time, and any business may be transferred
at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took
place. No notice is required of any adjourned meeting.
20. Committees
Standing Committees
(1) The Board of Directors shall determine the standing and special committees which are
necessary to the functioning of the Corporation. All committees shall be appointed by the Board of Directors.
(2) The Standing Committee and special committees shall communicate and report their decisions for approval to the
Board of Directors.
21. Execution of Documents
21.01 Cheques, Drafts, Notes, Etc. All cheques, drafts or orders
for the payment of money and all notes and acceptances of bills of exchange shall be signed by the officer or officers
or person or persons and in the manner from time to time prescribed by the Board.
21.02 Execution of Documents. Documents requiring execution by the
Corporation may be signed by the President or a Vice-President and the Secretary or the Treasurer or any two (2)
Directors, and all documents so signed are binding upon the Corporation without any further authorization of formality. The Board may from time to time appoint any office or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The corporate seal of the Corporation shall, when required, by affixed to documents executed in accordance with the foregoing.
21.03 Book and Records. The Board shall see that all necessary
books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are
regularly and proper kept.
22. Banking Arrangements
22.01 The Board shall designate, by resolution, the officers and other
persons authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust
company, or other corporation carrying on a banking business that the Board has designated as the Corporation’s
banker, to have the authority set out in the resolutions, including, unless otherwise restricted, the power to:
(1) operate the Corporation’s account with the banker;
(2) make, sign, draw, accept, endorse, negotiate, lodge, depositor transfer any of the cheques, promissory notes,
drafts, acceptances, bills for exchange and orders for payment of money;
(3) issue receipts for and orders relating to any property of the Corporation
(4) execute any agreement relating to any banking business and defining the rights and powers of the parties
thereto; and
(5) authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the
banking business.
22.02 Deposit of Securities. The securities of the Corporation
shall be deposited for safe keeping 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 the Corporation signed by such officer of officers agent or agents of the Corporation, and in such manner, as
shall from time to time be determined by resolution of the Board and such authority may be general or confide to
specific instances. Te institutions which may be selected as custodians of the Board shall be fully protected in
acting in accordance with the directions of the Board and shall in no event be liable for the due application of the
securities so withdrawn from deposit or the proceeds thereof.
23. Borrowing by the Corporation
23.01 Subject to limitations set out in the by-laws or in the Letters
Patent of the Corporation, the Board may;
(1) borrow money on the credit of the Corporation;
(2) issue, sell or pledge securities of the Corporation; or
(3) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation,
including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed,
or other debt or any other obligation or liability of the Corporation, provided that, except where the Corporation
borrows on the security of its real or personal property, its borrowing power shall be limited to borrowing money from
current operating expenses.
23.02 From time to time the Board may authorize any director, office or
employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to
the borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefore,
with power to vary or modify such arrangements, terms and conditions and to give such additional security as the
Board may authorize, and generally to manage, transact and settle the borrowing or many by the Corporation.
24. Financial Year
24.01 The financial year of the Corporation shall terminate on the 31st
day of December in each year or on such other date as the Board may from time to time be resolution determine.
25. Notice
25.01 In computing the date when notice must be given under any provisions
of the by-laws requiring a specific number of days notice of any meeting or other event, the date of the giving the
notice is, unless otherwise provided included.
25.02 The accidental omission to give notice of any meeting or any
adjourned meeting of the Board, Executive Committee or members of the non-receipt of any notice by and Director or
member or by the auditor of the Corporation or any error in any notice not affecting its substance does not invalidate
any resolution passed or any proceedings taken at the meeting. Any Directors, member or the auditor of the
Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken
thereat.
26. By-laws and Amendments. Etc.
26.01 Enactment. By-laws of the Corporation may be enacted, repealed,
amended, altered, added to or re-enacted in the manner contemplated in, and subject to the provisions of, the
Corporations Act.
27. Repeal of Prior By-Laws
27.01 Repeal. Subject to the provisions of section 27.02 and 27.03
hereof, all prior by-laws, resolutions and other enactments of the Corporation heretofore enacted or made are
repealed.
27.02 Exception. The provisions of section 27.01 shall not extend to
any by-law or resolution heretofore enacted for the purpose of providing to the Board the power or authority to
borrow.
27.03 Proviso. Provided however that the repeal of prior by-laws,
resolutions and other enactments shall not impair in any way the validity of any act or thing done pursuant to any
such repealed by-laws, resolutions and other enactments shall not impair in any way the validity of any act or thing
done pursuant to any such repealed by-law, resolution or other enactment.
28. Effective Date
28.01 This by-law shall come into force without further formality upon
its enactment.
Enacted as by-law No. 1 by the Directors of the Corporation at the meeting duly called and regularly held and
at which a quorum was present on the 7th day of March, 1995.
The foregoing By-law No. 1 as enacted by the Directors of the Corporation is hereby ratified, sanctioned,
confirmed, and approved without variation by the unanimous affirmative vote of all members entitle to vote at a
meeting of members duly called regularly held at thee Brant County Courthouse, Courtroom 2, 2nd Floor, in the City of
Brantford and at which a quorum as present on the 7th day of March, 1995.
