Bylaws

Ontario Chapter Of The Canadian Oil Heat Association

BY LAW NO. 1

1. INTERPRETATION
2. GENERAL
2.1 Head Office
2.2 Seal
3. MEMBERS
3.1 Members
3.2 Resignation of Members
3.3 Termination of Membership
4. MEETINGS OF THE MEMBERS
4.1 Annual Meeting
4.2 General Meeting
4.3 Notice
4.4 Special Meetings of the Members
4.5 Waiver
4.6 Quorum
4.7 Where No Quorum at Meetings of Members
4.8 Voting
4.9 Chairman of Members' Meetings
4.10 Business at the Annual Meeting of the Members
5. DIRECTORS
5.1 Number
5.2 Responsibilities of the Board
5.3 Length of Service
5.4 Election
5.5 Removal of Director
5.6 Vacating of Position
5.7 Vacancies, Board of Directors
5.8 Meetings of the Board
5.9 Quorum
5.10 Chairman of Board Meetings
5.11 Voting
5.12 Meetings by Telephone
5.13 Remuneration
6. OFFICERS
6.1 Election and Appointment
6.2 Term of Office
6.3 Chairman
6.4 Vice-Chairman
6.5 Treasurer
6.6 Secretary
6.7 Remuneration
7. COMMITTEES
7.1 Executive Committee
7.2 Committees
7.3 Duties of the Executive Committee
7.4 Power of Committees
7.5 Membership of Committees, Appointment and Removal
7.6 Reports of Committees
7.7 Meetings of Committees
7.8 Committee Meetings, Voting and Related Matters
8. CORPORATE PROVISIONS
8.1 Signing Officers
8.2 Fiscal Year and Annual Meeting of the Members
8.3 Auditor
8.4 Statutory Duties of Auditor
8.5 Indemnification and Protection of Directors and Officers
8.6 Bonding
8.7 Cheques
8.8 Signing Authority for Contracts
8.9 Custody of Securities
8.10 Procedures at Meetings
9. CONFLICT OF INTEREST
10. CONFIDENTIALITY
11. AMENDMENTS TO BYLAWS
11.1 Bylaw Amendments
12. BANKING
12.1 Authorization


Ontario Chapter Of The Canadian Oil Heat Association

BYLAW NO. 1

A bylaw relating generally to the conduct of the affairs of the Ontario Chapter of the Canadian Oil Heat Association (the "Corporation")


1. INTERPRETATION

  1. "Board" means the Board of Directors of the Corporation.
  2. "Corporation" means the Ontario Chapter of the Canadian Oil Heat Association.
  3. "Director" means an elected member of the Board.
  4. "Member" means a member of the Corporation.
  5. "Act" means the Canada Corporations Act, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any references in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions therefor. All terms contained in this by-law which are defined in the Act shall have the meaning given to such terms in the Act.
  6. "Minister" means the Minister under the Act.

2. GENERAL

2.1 Head Office

The head office of the Corporation shall be in the City of Markham, in the Province of Ontario, at such place therein as the Board may from time to time determine.

2.2 Seal

The corporate seal of the Corporation shall be in the form adopted from time to time by the Board.


3. MEMBERS

3.1 Members

The Members of the Corporation shall be those persons who are from time to time approved by the Directors to be Members, on and subject to such terms, including the payment of annual or other membership dues, as the Directors may, in their discretion, determine from time to time.

3.2 Resignation of Members

A Member may at any time resign as a Member of the Corporation by submitting a resignation in writing to the Corporation.

3.3 Termination of Membership

The Members by a 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 given, may remove any Member before the expiration of that Member's term and may, by a majority of votes cast at that meeting appoint any other person to act for the remainder of the term.


4. MEETINGS OF THE MEMBERS

4.1 Annual Meeting

The annual meeting of the Members shall be held at the Head Office of the Corporation or elsewhere in Ontario at such time and on such day as the Board may determine.

4.2 General Meeting

General Meetings of the Members may be convened by order of the Chairman, or of the Board, to be held at any time and at any place at which an annual meeting may be held.

4.3 Notice

Notice of the time and place of a meeting of the Members and the general nature of the business to be transacted shall be delivered or mailed by prepaid post to each Member of the Corporation at least 14 days before the date on which the meeting is to be held, directed to such address as appears on the books of the Corporation for such Member or, if no address is given then to the last address known to the Secretary. Notice of any meeting at which special business will be transacted shall contain sufficient information to permit a Member to form a reasoned judgment on the decision to be taken. The accidental omission to give notice to any Member or the non-receipt of any such notice by any member or any error in a notice not affecting the substance thereof shall not invalidate such notice or any meeting called by such notice or any resolution passed or other proceeding taken at such meeting.

Any notice given by mail shall be deemed to have been given on the date of mailing.

4.4 Special Meetings of the Members

Special Meetings of the Members of the Corporation may be called:

  1. by the Board or Chairman; or
  2. by the Secretary upon request in writing of five Members of the Corporation.

Notice of a Special Meeting shall be given in the same manner as provided in Section 4.3.

4.5 Waiver

A meeting of Members may be held for any purpose without notice if all the Members are present in person at the meeting, or if those not so present have waived notice, and in the case of the annual meeting of the Members if the Auditor is present or has waived notice. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Member.

Any notice given by mail shall be deemed to have been given on the date of mailing.

4.6 Quorum

Five Members present in person shall constitute a quorum at any meeting of the Members.

4.7 Where No Quorum at Meetings of Members

If a quorum is not present within one-half hour after the time appointed for a meeting of the Corporation:

  1. the meeting shall stand adjourned until a day within two weeks to be determined by the Board; and
  2. notice of the Adjourned Members' Meeting shall be given to the Members by either method described in paragraph 4.3 which, in the case of mailed notice, shall be sent at least three days prior to the Rescheduled Date.
4.8 Voting

Unless the Act or the Bylaws of the Corporation provide otherwise, each question arising at a meeting of the Members shall be decided by a majority of votes cast. Each Member of the Corporation shall at all meetings be entitled to exercise one vote. At all meetings of the Members every question shall be decided by a majority of the votes of the Members present unless otherwise required by the bylaws of the Corporation or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any Member.

4.9 Chairman of Members' Meetings

The Chairman of a meeting of the Members shall be: (a) the Chairman of the Board, or a Vice-Chairman; or (b) a Chairman elected by the Members present, if those persons referred to in (a) are absent or unable or refuse to act.

4.10 Business at the Annual Meeting of the Members

The business to be transacted at the annual meeting of the Members shall include:

  1. approving the minutes of the previous meeting;
  2. reporting on unfinished business from any previous meeting of the Corporation;
  3. correspondence;
  4. the report of the Chairman of the Board;
  5. the report of the Treasurer;
  6. the report of the Auditor;
  7. the reports of other committees and associations;
  8. new business;
  9. the election of the Directors; and
  10. the appointment of the Auditors to hold office until the next annual meeting.

5. DIRECTORS

5.1 Number

The Board shall consist of between 3 - 15 Directors with such number to be fixed from time to time by a resolution approved by Members representing two-thirds of those present in person or by proxy at a meeting of the Members, at which a quorum is present. Directors shall be elected annually by the Members.

5.2 Responsibilities of the Board

The business affairs and management of the Corporation shall be directed by the Board of Directors, which may exercise all such powers of the Corporation as are not by law or these Bylaws required to be exercised by the Corporation in a general meeting, including:

  1. overseeing management of the Corporation, as required by law; and
  2. reporting to each annual meeting of the Corporation on discharge of responsibilities in the preceding year.
5.3 Length of Service

No person may be elected or appointed a Director for more terms than will constitute nine (9) consecutive years of service provided, however, that following a break in the continuous service of at least one (1) year the same person may be re-elected or re-appointed a Director; and no Director may serve as Chairman for more than six (6) consecutive annual terms in that office, provided, however, that following a break in continuous service of at least one (1) annual term the same person may be re-elected or re-appointed as Chairman, however, a person may serve as a Director for longer than nine (9) consecutive years; and a person may serve as Chairman for longer than six (6) consecutive years; provided that the extension of the term of any such person has been approved for such purposes, on a year-to-year basis, by the Members of the Corporation.

5.4 Election

The election of Directors shall be held at the annual meeting of the Members. Any election of Directors shall be by show of hands or by resolution of the Members unless a poll is requested by any Member.

5.5 Removal of Director

The Members may, by resolution passed by at least two-thirds of the vote cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of that Director's term of office, and may, by a majority of the votes cast at a meeting, elect any other person to act for the remainder of the term.

5.6 Vacating of Position

The office of a Director of the Corporation shall be vacated upon a resolution of the Board if such Director:

  1. is found by a court to be of unsound mind; or
  2. resigns office by notice in writing to the Secretary of the Corporation; or
  3. has been absent, without being excused by resolution of the Board, from two consecutive meetings of the Board.
5.7 Vacancies, Board of Directors

Vacancies on the Board however caused may so long as a quorum of Directors remain in office, be filled by the Board if the Directors see fit to do so, and otherwise a special meeting of the members shall be convened to fill the vacancy.

5.8 Meetings of the Board
  1. Place and notice of meetings

    Meetings of the Board may be held at any place within Ontario. Meetings of the Board shall be held at such place and time and on such day as the Chairman of the Board, or any three (3) Directors may determine and the Secretary shall call meetings when directed or authorized by the Chairman of the Board, or any three (3) Directors. Notice of the date, time and place of each meeting so called shall be given to each Director not less than forty-eight hours before the time when the meeting is to be held or if sent by mail, such notice shall be mailed at least 14 days in advance of the meeting, but notice of a meeting shall not be necessary if all Directors are present or, if those absent waive notice of such meeting. The accidental omission to give notice to any Director or the non-receipt of any such notice by any Director or any error in a notice not affecting the substance thereof shall not invalidate such notice or any meeting called by such notice.

    The statutory declaration of the Secretary or Chairman that notice of meeting has been given pursuant to the bylaws shall be sufficient and conclusive evidence of the giving of such notice.

    The Board may designate certain places, times and days for regular meetings of the Board, and such regular meetings may be held without notice. A meeting of the Board may also be held without notice immediately following the annual meeting of the Members.

  2. Number of Meetings

    The Board shall meet at least annually.
5.9 Quorum

A quorum of Directors for the purposes of conducting business at any meeting of the Board shall consist of the greater of 3 Directors or a majority of Directors at that time in office.

5.10 Chairman of Board Meetings

The Chairman of a meeting of the Board shall be: (a) the Chairman of the Board, or Vice Chairman; or (b) a chairman elected by the Directors present if the persons referred to in (a) are absent or unable or refuse to act.

5.11 Voting

Questions arising at any meeting of the Board shall be decided by a majority of votes cast, with each Director being entitled to cast one vote.

5.12 Meetings by Telephone

Meetings of the Board or of any Committee may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting consent thereto and can hear each other and any Director or member of a committee so participating shall be deemed to be present in person at that meeting.

5.13 Remuneration

The Directors shall serve as such without remuneration, and no Director shall, directly or indirectly, receive any profit from the position as such; provided that this shall be without prejudice to Directors being able to be reimbursed for reasonable expenses incurred by them in the performance of their duties.


6. OFFICERS

6.1 Election and Appointment

The Board shall annually or more often as may be required elect: (a) a Chairman; or (b) Vice-Chairman; (c) a Secretary; and (d) a Treasurer. The Offices of Secretary and Treasurer may be combined in one individual.

6.2 Term of Office

All officers of the Corporation shall be elected by the Board. The Officers to serve as Chairman, Vice-Chairman, Secretary and Treasurer shall be elected annually from among those individuals serving as Directors at the first meeting of the Board after the annual meeting of the Members, provided that in default of such annual election of Directors the then-incumbents, being members of the Board, shall hold their offices until their successors are elected or until removed from office by a resolution of the Board by a majority of votes cast at any meeting of the Board.

6.3 Chairman

The Chairman shall:

  1. be the chief executive officer of the Corporation;
  2. chair all meetings of the Board;
  3. be Chairman of the Executive Committee;
  4. be responsible for naming of Directors to committees not otherwise provided for in this Bylaw;
  5. be ex-officio a member of all committees;
  6. report to each Annual Meeting of the Members of the Corporation concerning the management and operation of the Corporation;
  7. represent the Corporation at public or official functions; and
  8. perform such other duties as may from time to time be determined by the Board.
6.4 Vice-Chairman

A Vice-Chairman shall have all the powers and perform all the duties of the Chairman in the absence or disability of the Chairman, and shall perform any other duties assigned by the Chairman or the Board.

6.5 Treasurer

The Treasurer shall:

  1. be the custodian of the books of account and accounting records of the Corporation required to be kept by the provisions of the Act or otherwise by law;
  2. submit a financial report at each regular meeting of the Board indicating the financial position of the Corporation;
  3. submit an annual audited financial report to the Board and the Corporation of the financial operations and holdings of the Corporation; and
  4. perform such other duties as may from time to time be determined by the Board.
6.6 Secretary

The Secretary shall:

  1. attend meetings of the Board and Board Committees as required;
  2. keep minutes of all Board and Board Committee meetings and circulate the minutes to all members of the Board or Committee;
  3. attend to correspondence of the Board;
  4. be the custodian of all minute books, documents and registers of the Corporation required to be kept by the provisions of the Act and all minutes, documents and records of the Board;
  5. keep copies of all testamentary documents and trust instruments by which benefits are given to the use of the Corporation;
  6. be the custodian of the seal of the Corporation;
  7. give such notice as required by this Bylaw or by law of all meetings of the Corporation, the Board and its Committees;
  8. perform such other duties as may from time to time be determined by the Board; and
  9. duties in (b), (d), (e) and (f) may be delegated by the Secretary to a person approved by the Board.
6.7 Remuneration

The individuals serving as Chairman, Vice-Chairmen, Secretary and Treasurer shall serve as such without remuneration; provided that this shall be without prejudice to such officers being able to be reimbursed for reasonable expenses incurred by them in the performance of their duties.


7. COMMITTEES

7.1 Executive Committee

There may be an Executive Committee composed of the Chairman, the Vice-Chairmen and other Directors as appointed by the Board. The Executive Committee, with such other persons as may be appointed by the Board, will also serve as the nominating committee for the Corporation and in this regard shall:

  1. consider the names of all persons submitted as nominees as Directors;
  2. consider the potential contribution of any person nominated in relation to the function of the Corporation;
  3. nominate Directors and Chairmen of Committees for consideration for election or appointment and, and in so doing, review participation and attendance at previous Board and Committee meetings; and
  4. perform such other duties as may from time to time be determined by the Board.
7.2 Committees
  1. The Board may at any meeting appoint any standing or special committee and name the chairman of such committee. Members of Committees do not necessarily have to be Directors or Members of the Corporation.
  2. For any standing or special committee appointed under subsection (a), the Board shall prescribe the terms of reference.
  3. The Board may by resolution dissolve any standing or special committee at any time.
7.3 Duties of the Executive Committee

The Executive Committee shall:

  1. during intervals between meetings of the Board shall possess and exercise all powers of the Board in the management and direction of the affairs and business of the Corporation, and shall report all actions to the next regular meeting of the Board;
  2. study and advise or make recommendations to the Board on any matter as directed by the Board or which it deems expedient;
  3. meet from time to time as may be necessary, or at the call of one or more of its members.
7.4 Power of Committees

No committee, other than the Executive Committee, shall have the power to act for or on behalf of the Corporation or otherwise commit or bind the Corporation to any course of action. Committees, other than the Executive Committee, shall only have the power to make such recommendations to the Board, or to the Members, as the Board may from time to time direct.

7.5 Membership of Committees, Appointment and Removal

Members of Committees shall be appointed by, and hold office at the pleasure of the Board. Members of any Committees, excepting the Executive Committee and other than the Chairman of such Committees, need not be Directors or Members of the Corporation. The Board may, by resolution of the Board of which notice specifying the intention to pass a resolution has been given, dissolve any Committee and remove any Member of such Committee before the expiry of the term of office and may, by a majority of the votes cast at a meeting, elect any other person for the remainder of such term.

7.6 Reports of Committees

Each committee shall submit to the Board such reports as the Board may from time to time request but in any event, each Committee shall submit an annual report to the Board at such time as the Board may from time to time determine.

7.7 Meetings of Committees

Committees of the Board shall meet as required.

7.8 Committee Meetings, Voting and Related Matters
  1. Quorum

    Two Directors shall constitute a quorum at any meeting of a committee of the Board, other than the Executive Committee for which three Directors shall constitute a quorum.

  2. Place and Notice of Meetings

    Meetings of any Committee shall be held at such time and place as the Chairman of such Committee or any two Directors serving on such Committee may determine. Notice of every meeting so called shall be given to each member of the Committee not less than 48 hours by courier, fax or personal delivery or 14 days by mail before the time when the meeting is to be held, but notice of a meeting shall not be necessary if all members of the Committee are present or if those absent waive notice of such meeting. The Committee may, on more than 48 hours' delivered notice or 14 days' mailed notice to its members, designate certain places, times and days for regular meetings of the Committee and such regular meetings may be held without notice.

  3. Voting

    Questions arising at any meeting of a Committee shall be decided by a majority of votes with each member having one vote.

  4. Remuneration

    The Members of the Committees shall serve as such without remuneration, and no Member shall, directly or indirectly, receive any profit from such position provided that this shall be without prejudice to a member of a Committee being able to be reimbursed for reasonable expenses incurred in the performance of committee duties.

  5. Signed Resolutions

    When there is a quorum of a Committee in office, a resolution in writing signed by all of the members of that Committee entitled to vote thereon at a meeting of the Committee is as valid as if passed at such meeting. Any such resolution may be signed in counterparts and if signed as of any date shall be deemed to have been passed on such date.

8. CORPORATE PROVISIONS

8.1 Signing Officers

Any two of the Chairman, the Vice-Chairman, the Treasurer or the Secretary, or one or more of such other officers or Directors as the Board may authorize from time to time, shall be entitled to sign on behalf of the Corporation and affix the corporate seal to all contracts, agreements, conveyances, mortgages, or other documents, as may be required by law or authorized by the Board.

8.2 Fiscal Year and Annual Meeting of the Members
  1. The financial year of the Corporation shall be as determined by the Board.
  2. The annual meeting of the Members shall be held within 120 days of the end of the Corporation's fiscal year, on a date fixed by the Board for such year.
8.3 Auditor

The Corporation shall at its annual meeting of Members appoint an Auditor who shall not be a member of the Board or an officer or employee of the Corporation or a partner or employee of any such person, and who is duly licensed under the Public Accountancy Act, to hold office until the next annual meeting of the Members.

8.4 Statutory Duties of Auditor

The Auditor shall have all the rights and privileges as set out in the Act and shall perform the audit function as prescribed therein.

8.5 Indemnification and Protection of Directors and Officers
  1. Every Director and Officer and every Member of a committee and the respective heirs, executors and administrators, and estate and effects of such persons, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against:
    1. any liability and all costs, charges and expenses whatsoever that may be sustained or incurred in or about any action or proceeding that is proposed, brought, commenced or prosecuted for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted in or about the execution of the duties of office; and
    2. all other costs, charges and expenses that may be sustained or incurred in or about or in relation to the affairs of the Corporation, except such costs, charges or expenses as are occasioned by that person's own wilful neglect or default.
  2. No member of the Board or of a committee of the Board is liable for anything done or said in good faith in the course of a meeting, proceeding or other business of the Board or committee.
8.6 Bonding
  1. Such Directors, officers and employees as the Board may designate shall secure from a guaranteeing company a bond of fidelity for an amount approved by the Board.
  2. At the discretion of the Board the requirements of subsection (a) may be met by an alternative form of employee fidelity insurance such as, but not limited to, a blanket position bond, a commercial blanket bond, or a comprehensive dishonesty disappearance, and destruction policy.
  3. The Corporation shall pay the expenses of any fidelity bond or policy secured under subsection (a) or (b).
8.7 Cheques

All cheques or other orders for the payment of money and notes or other evidence of indebtedness by the Corporation shall be signed by any two of the persons described in Section 8.1 and any other persons that may be designed by the Board for such purpose from time to time.

8.8 Signing Authority for Contracts

Contracts, documents or other instruments in writing, requiring execution by the Corporation may be signed by any two persons described in Section 8.1. Instruments so signed shall be binding upon the Corporation. The corporate seal shall be affixed to such instrument when appropriate. The Board shall have power from time to time by resolution, to appoint any other person(s) to sign contracts, documents or instruments on behalf of the Corporation. The seal of the Corporation when required shall be affixed to contracts, documents and instruments in writing signed as aforesaid or by the Secretary or by any other person appointed by resolution of the Board.

8.9 Custody of Securities

All investments of the Corporation or documents of title thereto shall be lodged for safekeeping with such chartered bank, trust company or other depository as the Board may from time to time determine. Such investments and documents of title may be registered in the name of a nominee or held in a bearer form but details of all such investments shall be entered in records of account by the Treasurer.

8.10 Procedures at Meetings
  1. Minutes shall be kept for all meetings of the Members and of the Board and all meetings of any Committees.
  2. A declaration by the Chairman of the meeting that a resolution has been carried, and an 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 votes recommended in favour of or against such resolution.

9. CONFLICT OF INTEREST

Every Director who is or becomes in any way directly or indirectly interested in any existing or proposed material contract with the Corporation shall declare such interest at a meeting of the Board. If: (i) a Director has made a declaration of such interest in any existing or proposed material contract in compliance with the preceding paragraph and has not voted in respect of such contract; or (ii) the said contract is confirmed by a majority of the votes cast at a general meeting of the Members duly called for that purpose and if the Director's interest in the contract is declared in the notice calling the meeting; then such Director is not accountable to the Corporation for any profit realized from the contract, and the contract is not voidable by reason only of such person being a Director or of the fiduciary relationship established thereby.


10. CONFIDENTIALITY

Every Director, Officer and employee of the Corporation shall respect the confidentiality of matters brought before the Board, keeping in mind that unauthorized statements could adversely affect the interests of the Corporation. The Board may give authority to one or more Directors, Officers or employees of the Corporation to make statements to the press or public about matters brought before the Board.


11. AMENDMENTS TO BYLAWS

11.1 Bylaw Amendments

The Board may by resolution, pass, amend or repeal bylaws of the Corporation from time to time provided that any such amendment or repeal of the bylaws of the Corporation shall not be effective or acted upon until after it is confirmed by a resolution of the Members approved by a vote of two-thirds of all Members present at the first to occur of the next annual Members’ meeting or a General Meeting of the Members called for the purpose of considering it and after the said confirmation by the Members, the amendment or repeal of the bylaws has been approved by or on behalf of the Minister.


12. BANKING

12.1 Authorization
  1. The Board shall by resolution designate the banks or other financial institution(s) in which the monies of the Corporation shall be deposited, and in which any stocks, bonds or other securities of the Corporation shall be placed for safekeeping.
  2. The Board is hereby authorized to borrow monies from time to time upon the credit of the Corporation in such amounts as it deems proper and by way of overdraft or otherwise.
  3. The Board may from time to time authorize any Director or Directors, officer or officers to make arrangements with reference to the monies borrowed or to be borrowed, as aforesaid, and as to the terms and conditions of the loan and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions, and to give such additional securities for any monies borrowed or remaining due to the Corporation, as may be authorized, and generally to manage, transact and settle the borrowing of money by the Corporation.
  4. The Board may from time to time authorize any Director or Directors, officer or officers or any other person to sign, execute, and give on behalf of the Corporation all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments and the same and all renewals thereof and substitutions therefor so signed, shall be binding upon the Corporation.