BY-LAW NO. 1
OF
ONTARIO PETROLEUM CONTRACTORS ASSOCIATION
BE IT ENACTED AS A BY-LAW OF
ONTARIO PETROLEUM CONTRACTORS ASSOCIATION
(the “Association”)
as follows:
MEMBERSHIP
1. Classes Of Membership: The Association shall have be two classes of members: Active Members and Associate Members.
2. Admission To Membership: No person or firm shall be admitted as a member of the Association without the consent of the board of directors and without having otherwise qualified to be a member in accordance with the by-laws of the Association.
3. Active Members: Active Members shall consist of business entities, principally engaged in the installation of or modification to petroleum systems in Ontario. To be eligible for membership, a member must:
(a) Be a business entity, either corporation, partnership or individual proprietorship;
(b) Have been in business as described above for at least two years, or if a new business, be sponsored by the board of directors for a one year probationary membership, after which active membership may be continued or renewed only with the written sponsorship of three Active Members of the Association; and
(c) Have on staff, at least one certified tradesperson as defined by the provincial authority.
4. Associate Member: Associate Members shall consist of business entities, whether, partnerships, corporations or sole proprietorships which do not meet criteria for active membership, but are in a business related to the installation or modification of petroleum systems in Ontario and have an interest in the activities of the Association. In addition, each director of the Association, upon election, shall be deemed to have become an Associate Member for the purposes of this by-law and for the purposes of qualifying as a director under the Corporations Act. A section or subsection of a governmental department or authority may also be an Associate Member.
5. Revocation Of Membership: Membership may be revoked for the following reasons:
(a) Non-payment Of Dues: Any Active or Associate Member who is ninety days in arrears in payment of dues or other money owed to the association shall be notified by registered mail, and if the dues or other money owing are not paid within thirty days thereafter, the membership shall be revoked. Any member whose membership has been revoked shall not be eligible for readmission until at least one year has passed from the date of revocation.
(b) Other Causes: The board of directors may revoke or suspend any membership which, in the opinion of the board, has failed to comply with the Letters Patent or by-laws of the Association or which has exhibited conduct inconsistent with the interests and purposes of the Association. Revocation or suspension of a membership shall be carried out only at a meeting of a board of directors at which a quorum is present and a two-thirds majority vote shall be required;
(c) Withdrawal Of Membership: Any member wishing to withdraw from membership may do so upon notice in writing to the board of directors through the Secretary.
6. Official Representatives: Each Active and Associate Member (except for the directors of the corporation who are deemed to be Associate Members for the purposes of qualification under the Ontario Corporations Act) shall designate on an application form provided by the Association thereafter annually a single individual and one alternate to be the firm’s official representative and proxy (the “Official Representative”) to the Association and to meetings of members of the Association.
7. Participation At Meetings: Only the Official Representative of each Active and Associate Member or their designated alternatives may vote at the annual meeting or other meetings of members of the Association for the transaction of business and election of directors. Other representatives from Active or Associate Member firms may attend the meetings without the power of a vote.
8. Admission To Membership: Active and Associate Member applicants shall be admitted to membership only in accordance with the following:
(a) An application must be made to the Association office on the official application form;
(b) Any additional information requested by the Association in order to verify whether the applicant meets the criteria for membership must be submitted upon request;
(c) The applicant must be endorsed by at least three members in good standing, at least two of whom must be Active Members;
(d) Upon receipt of the application, the registrar or the Membership Committee, if constituted, shall be responsible for recommendation to the board of directors as to whether the applicant should be admitted to membership. An applicant may be admitted to membership only upon the approval of two-thirds of the board of directors at a meeting and the applicant shall be admitted to membership in its proper classification upon payment of the appropriate dues. The applicant shall not be entitled to attend the meeting of the board of directors;
9. Conditions of Membership: As a condition of membership, members shall subscribe and support the objects of the association and shall agree to conform to the provisions of the letters patent and by-laws.
10. Membership Committee: The Membership Committee, if constituted, shall consist of one officer of the Association and the Registrar and one other director appointed by the executive board.
BOARD OF DIRECTORS
11. Management: The affairs of the Association shall be managed by a board of nine (9) directors, each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Association. Each director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. The whole board shall be retired at each annual meeting, but shall be eligible for re election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Association 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 given, remove any director before the expir¬ation of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
12. Composition: The board of directors shall be composed of one director form each of four regions: North, Central, East and West, two from Metro region, one Director at Large; and two from Associate Members for a total of nine directors.
The Director at Large shall be elected by the general membership to represent small petroleum contractors. He shall be chosen from amongst the small petroleum contractors. A small petroleum contractor shall be defined as a contractor with five (5) or fewer employees.
13. Definition Of Regions: The regions are as follows:
North Region: The portion of Ontario north of a line drawn from Mattawa to Powassen to French River
Central Region: The portion of Ontario within the area north of a line drawn from Kincardine to Orangeville to Peterborough to the most southerly portion of Algonquin Park;
East Region: The portion of Ontario east of a line drawn from Mattawa to the most southerly portion of Algonquin Park to Peterborough to Oshawa;
West Region: The portion of Ontario west of a line drawn from Kincardine to Orangeville to Cambridge to Simcoe;
Metro Region: The portion of Ontario south of Central Region, east of West Region and west of East Region.
Members with out of the province addresses will be attached to the region adjacent to them.
VACANCIES, BOARD OF DIRECTORS
14. Vacancies on the Board of Directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors in increased between the terms, a vacancy or vacancies to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner provided.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
15. A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its first 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 consent to the meeting being held in their absence. 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 two directors. Notice of such meetings shall be delivered, telephoned or given electronically to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than two 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 suffi¬cient and conclusive evidence of the giving of such notice. 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 meeting no notice need be sent. A directors’ meeting may also be held, without notice, immediately following the annual meeting of the Association. The directors may consider or transact any business either special or general at any meeting of the board.
ERRORS IN NOTICE, BOARD OF DIRECTORS
16. No error or omission in giving such notice for a meeting of directors 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.
VOTING, BOARD OF DIRECTORS
17. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at 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 Chairman 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 the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice President or such other director as the board may from time to time appoint for the purpose.
POWERS
18. The directors of the Association 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 other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and 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.
EXECUTION OF DOCUMENTS
19. Deeds, transfers, licences, contracts and engagements on behalf of the Association shall be signed by either the President and Treasurer and the Secretary shall affix the seal of the Association to such instruments as require the same.
Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President and Treasurer.
The President and Treasurer may transfer any and all shares, bonds or other secur¬ities from time to time standing in the name of the Association in its indivi¬dual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Association transfer of shares, bonds or other securities from time to time transferred to the Association and may affix the corporate seal to any such transfers or acceptances of transfers and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary contained in the by laws of the Association, the board of directors may at any time by resolu¬tion direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Association may or shall be executed.
OFFICERS
20. President: The President shall be ex-officio a member of all committees. The President shall, when present, preside at all meetings of the members of the Association and of the board of directors. In an absence, the Vice-President shall preside at any such meetings, and in the absence of both, a Chairperson may be elected by the meeting to preside thereat.
21. Secretary: The Secretary shall attend all meetings of the Association and the board of directors and shall keep accurate minutes of same. The Secretary shall have charge of the seal of the Association which seal, whenever used, shall be authenticated by the signatures of both the Secretary and President, or in the cast of the death or inability of either to act, by the Vice-President. In the case of the absence of the Secretary, the duties shall be discharged by such officer as may be appointed by the board of directors. The Secretary shall also send all notices of various meetings as required.
22. Treasurer: The Treasurer shall receive all monies paid to the Association and shall be responsible for the deposit of same in the Association’s bank. The Treasurer shall properly account for the funds of the Association and keep such books as may be directed. The Treasurer shall present a full detailed account of receipts and disbursements to the board of directors whenever requested. The Treasurer shall prepare for submission to the annual meeting a statement duly audited as hereinafter set forth in the financial position of the Association, and submit a copy of same to the Secretary for the records of the Association. The offices of Secretary and Treasurer may be filled by one person if so decided by the board of directors. The Registrar shall not be an officer of the Association but shall be appointed by the Board of Directors at their first meeting.
23. Registrar: The Registrar shall keep a record of all Active and Associate Members of the Association and their addresses. The Registrar shall receive applications, make recommendations about prospective members to the board of directors and send renewal notices to members.
24. Executive Director: The Executive Director or other employee if so appointed by the board, shall be an officer and shall be responsible for the day to day activities of the Association. The position shall report directly to the President and the board of directors. The offices of the President and the Executive Director may be filled by one person if so decided by the board.
25. Nominating Committee: The Nominating Committee shall be formed prior to the annual meeting and shall be comprised of three members. The board of directors shall appoint two of its members and one Official Representative from other members to sit on this committee. The Nominee Committee will seek to find candidates who will be willing to serve the Association. A slate of nominees will be presented to the membership for vote at the annual meeting. Additional member nominees may be added from the floor prior to election.
26. Officers: The officers of the Association (President, Vice-President, Secretary and Treasurer) shall be elected by the board of directors from amongst their membership at the first meeting of the board after the annual meeting and will serve one year in that position. The Executive Director will be appointed by the board of directors.
BOOKS AND RECORDS
27. The directors shall see that all necessary books and records of the Association required by the by laws of the Association or by any applicable statute or law are regularly and properly kept.
EXECUTIVE COMMITTEE
28. Composition: The Executive Committee shall be composed of the President, Vice-President, Secretary and Treasurer and immediate past president.
29. Tenure: A new Executive Committee shall automatically be formed when the newly elected officers assume office at the first board meeting following the annual meeting.
30. Duties: The Executive Committee shall act as a supervising body to the Executive Director instructing and counselling in all policy matters which cannot be properly deferred to the board.
31. Chairperson: The President shall serve as the chairperson as the Executive Committee.
32. Responsibility: When a policy matter is referred to the President by the Executive Director or other staff, it shall be the responsibility of the President to determine which of the following ways the matter shall be dealt with:
(a) Resolved by the President as chief elected officer of the Association;
(b) Referred to the Executive Committee for decision;
(c) Submitted to the board of directors by mail;
(d) Deferred for a decision by the entire board of directors at its next meeting.
Major policy matters shall in all cases be referred to the Board of Directors.
DUES
33. Dues for Active Members and Associate Members shall be set by the board of directors and shall be subject to change as is deemed necessary to meet the financial requirements of the Association. Annual dues shall cover the period February 1 to January 31st of each year. The Secretary or other officer designated by the board of directors shall notify the members of the dues or fees payable by them.
ANNUAL AND OTHER MEETINGS OF MEMBERS
34. The annual or other general meeting of the members shall be held at the head office of the Association or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint. The annual meeting shall be held before March 1 in every year.
At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. Any two (2) directors or the President shall have power to call at any time a general meeting of members of the Association. No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or telegraph, ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Association are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the Association at annual or general meetings may transact.
MEETINGS OF MEMBERS REQUESTED BY MEMBERS
35. A special general meeting of members shall be called by the board of directors at the request in writing of one-third of Active Members and the notice of special meeting shall contain a statement of the purpose for which such meeting is called. No business other than that mentioned in the notice shall be transacted at such meeting unless by the unanimous vote of those present at the meeting.
ERROR OR OMISSION IN NOTICE
36. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or genera, 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 there¬at. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Association.
ADJOURNMENTS
37. Any meetings of the Association or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
38. A quorum for the transaction of business at any meeting of members shall consist of not less than four (4%) of the Members.
VOTING OF MEMBERS
39. Subject to the provisions, if any, contained in the Letters Patent of the Association each Member of the Association shall at all meetings of members be entitled to one vote. No Member shall be entitled to vote at meetings of the Association unless it has paid all dues or fees, if any, then payable by it.
At all meetings of members every question shall be decided by a majority of the votes of the Members present in person unless otherwise required by the by laws of the Association, 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. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that a 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 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 votes given by the Members present in person or by proxy 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, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote.
FINANCIAL YEAR
40. Unless otherwise ordered by the board of directors, the fiscal year of the Association shall terminate on the 31st day of January in each year.
CHEQUES, ETC.
41. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed in such manner as shall from time to time be determined by resolution of the board of directors and such officers as are authorized may endorse notes and drafts for collection on account of the Association through its bankers and endorse notes and cheques for deposit with the Association’s bankers for the credit of the Association, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Association by using the Association’s rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle balance and certify all books and accounts between the Association and the Association’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 FOR SAFEKEEPING
42. The securities of the Association shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn from time to time only upon the written order of the Association 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 and such authority may be general or confined to special instances. The institutions which may be so selected as custodians by the board of directors shall be fully protected in acting in accordance with the direction of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
AUDIT
43. Audit: The books, accounts and records of the Association shall be audited at least once every year by a duly qualified chartered accountant or by two Official Representatives of Members of the Association appointed for that purpose by the board of directors. The persons appointed to carry out the audit shall not be officers of the Corporation, a complete and proper statement of the standing of the books for the previous year shall be submitted by the auditor at the annual meeting of the Association.
INSPECTION OF BOOKS
44. Inspection of Books: The books and records of the Association may be inspected by any Member at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of the books and records. Each member of the board shall, at all times have access to such books and records.
NOTICE
45. Whenever under the provisions of the by-laws of the Association, notice is required to be given, sent, delivered or served pursuant to the Act, the letters patent, the by laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid air or ordinary mail, or if sent to him at his recorded address by any means of prepaid transmitted or recorded commun¬ication. A notice so delivered shall be deemed to have been given when it is delivered personally or at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appro¬priate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, director, officer or auditor in accordance with any information believed by him to be reliable.
INTERPRETATION
46. In these by laws and in all other by laws of the Association here¬after 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 vice versa and references to persons shall include firms and corporations.
ONTARIO PETROLEUM CONTRACTORS ASSOCIATION
SPECIAL RESOLUTION – FEBRUARY 26, 2000
At the first meeting of members for the election of directors after the date hereof, four directors shall be elected for a term of two years, and five directors shall be elected for a term of one year.
At each subsequent annual meeting, the directors shall be elected to fill the positions of those directors whose term of office has expired and each director shall be elected for a term of two years.
If any director of the corporation, for any reason, ceases to be a member of the corporation during the term for which he or she is elected, the vacancy of the corporation shall be filled by the directors of the corporation.