BY-LAW NO. 9

BY-LAW NO. 9

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by-law to amend By-law No. 1 being a by-law relating generally to the transaction of the affairs of The Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929.

BE IT ENACTED as a By-Law of the Lincoln County Law Association as follows:

1. That By-law No. 1 be and the same is hereby amended by deleting section 7 therefrom and substituting the following therefor:

7. The following individuals shall be eligible for membership in the Corporation:

(a) A person licensed to practise law in Ontario as a barrister and solicitor and who holds a Class L1 or Class L2 license issued by the Law Society of Upper Canada and who has substantial connection to the area formerly known as the County of Lincoln;

(b) A student-at-law who is articled to a person licensed to practise law in Ontario who holds a Class L1 or Class L2 license issued by the Law Society of Upper Canada and who has substantial connection to the area formerly known as the County of Lincoln;

(c) Such other persons as the directors of the corporation may, from time to time admit to membership.

PASSED by the Directors of the Corporation on January 29, 2008.

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President Secretary

PASSED at a meeting of the members of the Corporation held on February 21, 2008.

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President Secretary

BY-LAW NO. 8

Adoption of Standard Real Estate Documents and Protocols

BY‑LAW NO. 8

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by‑law to amend By‑law No. 1 being a by‑law relating generally to the transaction of the affairs of The Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929.

WHEREAS a joint ad hoc committee (the “Committee”) consisting of interested members of both the Welland County Law Association and the Lincoln County Law Association, and employees of such members, was formed at a meeting of both associations held February 10, 2004;

AND WHEREAS the Committee reported its findings, made recommendations and proposed the adoption of standardized documents and protocols designed for use in the conveyancing of residential real property;

AND WHEREAS at a meeting of interested members of both Associations aforesaid held September 21, 2004, the standardized documents and protocols were unanimously adopted;

AND WHEREAS there is some question as to whether the meeting held September 21, 2004, was properly constituted as a meeting of the members of the Lincoln County Law Association;

NOW THEREFORE BE IT ENACTED as a by‑law of the Lincoln County Law Association as follows:

1. That the Standard Residential Real Estate Protocol For Lawyers Practising in the Regional Municipality of Niagara, a copy of which is attached hereto, be adopted and recommended for use by members of the Lincoln County Law Association.

2. That the Seller’s Closing Certificate, a copy of which is attached hereto, be adopted and recommended for use by members of the Lincoln County Law Association.

3. That the Seller’s Lawyer’s Redirection and Undertaking, a copy of which is attached hereto, be adopted and recommended for use by members of the Lincoln County Law Association.

4. That the Buyer’s Closing Certificate, a copy of which is attached hereto, be adopted and recommended for use by members of the Lincoln County Law Association.

PASSED at a meeting of the Directors of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

BY-LAW NO. 7

Quorum of Directors

BY‑LAW NO. 7

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by‑law to amend By‑law No. 1 being a by‑law relating generally to the transaction of the affairs of The Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929.

WHEREAS there have been occasions when the board of directors has been unable to transact business at its regularly scheduled meetings due to a lack of quorum;

AND WHEREAS the current constitution does not allow for a reduction in the size of a quorum in the event that the number of directors declines due to directors’ resignations which occur from time to time;

AND WHEREAS it is in the interest of the members of the Lincoln County Law Association that business be conducted on a regular basis at the scheduled board meetings;

NOW THEREFORE BE IT ENACTED as a by-law of the Lincoln County Law

Association as follows:

1. That By-law No. 3, being a by-law passed at the Annual General Meeting of the
members of the Association on January 27, 2000, by which the quorum for a meeting of the board of directors was set at ten (10) directors be, and the same hereby is, repealed.

2. That By-Law No. 1 be and, the same hereby is, amended by deleting therefrom Section 36 and substituting therefore the following:

36. A quorum for a meeting of the board of directors shall be achieved when at least fifty per-cent (50%) of the then duly appointed or elected directors are present.

PASSED at a meeting of the Directors of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

BY-LAW NO. 6

Chair of the Personnel Committee

BY‑LAW NO. 6

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by‑law to amend By‑law No. 1 being a by‑law relating generally to the transaction of the affairs of The Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929.

WHEREAS the constitution of The Lincoln County Law Association provides that the past President shall chair the meetings of the standing Personnel Committee;

AND WHEREAS there may be occasions where it is not practical that the Past President chair the meetings of the Personnel Committee, or where the Past President does not wish to chair the meetings of the standing Personnel Committee while other directors are willing to do so;

NOW THEREFORE BE IT ENACTED as a by‑law of the Lincoln County Law

Association as follows:

1. That Section 48 (a) of By‑law No. 1 be, and the same hereby is, amended by deleting clause (iii) therefrom.

2. That Section 53 of By-Law No. 1 be deleted and replaced by the following:

53. The board of directors shall at the first meeting of the board following the annual general meeting of the members, appoint or elect from among themselves the chairs of the standing committees.

PASSED at a meeting of the Directors of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

BY-LAW NO. 5

Discussion and Vote of Directors by Email or Facsimile Transmission

BY‑LAW NO. 5

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by‑law to amend By‑law No. 1 being a by‑law relating generally to the transaction of the affairs of The Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929.

WHEREAS there may be occasions when the members of the board of directors need to make immediate decisions which affect The Lincoln County Law Association and its members prior to the next scheduled board meeting;

AND WHEREAS it is proper that there be a mechanism in place which would allow for the timely discussion and decision making by the board of directors of the Lincoln County Law Association using computer and facsimile technology;

NOW THEREFORE BE IT ENACTED as a by‑law of the Lincoln County Law

Association as follows:

1. That By‑law No. 1 be, and the same hereby is, amended by adding thereto the

following section:

39.1 Notwithstanding anything to the contrary herein contained, where a majority of the members of the Executive Committee deems there to be a need for an immediate decision of the board, the discussion and vote of any issue that could be undertaken at a regularly scheduled or a special meeting may be conducted by email or facsimile transmission or a combination thereof, provided that:

(a) Members of the board of directors shall have forty‑eight (48) hours from the time the email or facsimile transmission was sent to discuss the issues and to vote on those issues.

(b) Such votes will be in accordance with the present policies, procedures and constitution of the Lincoln County Law Association and will have the same effect as if the vote was conducted at a scheduled meeting of the board of directors.

( c) In the event that a vote of the board of directors should be undertaken by email or facsimile, then the issue voted upon and the vote shall be recorded in the minutes of the next meeting of the board of directors.

PASSED at a meeting of the Directors of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on January 20, 2005.

__________________________________ __________________________________

President Secretary

BY-LAW NO. 4

BY-LAW NO. 4

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by-law to amend By-law No. 1 entitled “A by-law relating generally to the transaction of the affairs of the Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929”.

WHEREAS section 25 of By-law No.1 of the Cororation provides that the affairs of the Corporation shall be managed by a board of directors of twenty-one (21) directors;

AND WHEREAS section 36 of By-law No. 1, as amended by By-law No. 3 passed at a meeting of the members of the Corporation held on January 27, 2000, provides that a quorum for a meeting of the board of directors shall be ten (10) directors;

AND WHEREAS the directors of the corporation belive it to be in the interests of the Corporation and its members to reduce both the size of the board of directors and the nuimber of directors that shall constitute a quorum;

NOW THEREFORE BE IT ENACTED as a by-law of the Lincoln County Law Association as

1. THAT By-law No. 1 be and the same is hereby amended by deleting section 25 therefrom and substituting the following therefore:

25. The affairs of the Corporation shall be managed by a board of directors of fifteen (15) directors.

2. THAT By-law No. 1 be and the same is hereby amended by deleting section 36 therefrom and substituting the following therefore:

36. A quorum for a meeting of the board of directors shall be eight (8) directors.

PASSED at a meeting of the Directors of the Corporation held on January 9, 2001.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on February 1, 2001.

__________________________________ __________________________________

President Secretary

BY-LAW NO. 3

BY-LAW NO. 3

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by-law to amend By-law No.1 entitled “A by-law relating generally to the transaction of the affairs of The Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929”.

BE IT ENACTED as by-law of The Lincoln County Law Association as follows:

1. THAT By-law No. 1 be and the same is hereby amended by deleting section 36 therefrom and substituting the following therefor:

36. A quorum for a meeting of the board of directors shall be ten (10) directors.

PASSED at a meeting of the Directors of the Corporation held on January 11, 2000.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on January 27, 2000.

__________________________________ __________________________________

President Secretary

BY-LAW NO. 2

BY-LAW NO. 2

OF

THE LINCOLN COUNTY LAW ASSOCIATION

A by-law to amend By-law No. 1 entitled “A by-law relating generally to the transaction of the affairs of the Lincoln County Law Association, a corporation without share capital incorporated by the issuance of Letters Patent on February 21, 1929”.

BE IT ENACTED as a by-law of the Lincoln County Law Association as follows:

1.  THAT By-law No. 1 be and the same is hereby amended by adding thereto the following section

42a. Except upon a motion first being duly put and passed by a majority vote, the following matters will be considered in camera:

i) the security of the property of the Corporation;

ii) personal matters about an identifiable individual, including members and employees of the Corporation;

iii) a proposed or pending acquisition or disposition of land;

iv) labour relations or employee negotiations;

v) litigation or potential litigation including matters before administrative tribunals affecting the Corporation;

vi) receiving advice that is subject to solicitor-client privilege including communications necessary for that purpose.

PASSED at a meeting of the Directors of the Corporation held on January 11, 2000.

__________________________________ __________________________________

President Secretary

PASSED at a meeting of the members of the Corporation held on January 27, 2000.

__________________________________ __________________________________

President Secretary

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