BY-LAW NO. 1
Of
The Lincoln County Law Association
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 (hereinafter referred to as “the Corporation”) as follows:
Name
1. The name of the Corporation shall be “The Lincoln County Law Association” and the officers and directors of the Corporation shall ensure that the corporate name is properly indicated on all documents, cheques, invoices and other writings in accordance with the Corporations Act.
2. The objects of the Corporation, as set out in the Letters Patent, are as follows:
(b) To consider all general questions affecting the interest of the profession at large or the alteration or administration of the law, with a view to taking such action thereon as may be deemed advisable;
(c) To acquire, equip and furnish suitable premises for the use of the Corporation;
(d) To form and maintain a law library for the Corporation; and
(e) To do all such other things as are incidental or conducive to the attainment of the above mentioned objects.
Corporate Powers
3. The powers of the Corporation, as set out in the Letters Patent and in accordance with the Corporations Act , are as follows:
(b) To accumulate from time to time part of the fund or funds of the Corporation and income therefrom subject to any statutes or laws from time to time applicable.
(c) To invest funds of the Corporation in such manner as the directors may
(d) To solicit and receive donations, bequests, legacies and grants, and to enter into agreements, contracts and undertakings incidental thereto;
(e) To acquire, by purchase, contract, donation, legacy, gift, grant, bequest or otherwise, any personal property and to enter into and carry out any agreements, contracts or undertakings incidental thereto, and to sell, dispose of any convey the same, or any part thereof, as may be considered
(f) To acquire by purchase, lease, devise, gift or otherwise, real property, and to hold such real property or interest therein necessary for the actual use and occupation of the Corporation, and, when no longer so necessary, to sell, dispose of and convey the same or any part thereof;
(g) To employ and pay such assistants, clerks, agents, representatives and employees, and to procure, equip and maintain such offices and other facilities and to incur such reasonable expenses, as may be necessary;
(h) To co-operate, liaise, and contract with other organizations, institutions or agencies which carry on similar objects to that of the Corporation’
(i) To demand and compel payment of all sums of money and claims to any real or personal property in which the corporation may have an interest and to compromise any such claims, and generally to sue and be sued in
(j) To draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments; and
(k) To do all such other things as are incidental or conducive to the attainment of the objects of the corporation.
Corporate Restrictions
4. The Corporation shall have the following restrictions on its powers:
(a) The Corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the Corporations shall be used in promoting its objects;(b) The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such, provided that directors may be paid reasonable expenses incurred by them in the performance of their duties;
(c) The borrowing power of the Corporation pursuant to any by-law passed and confirmed in accordance with section 59 of the Corporations Act shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the Corporation shall not be so limited if it borrows on the security of real or personal property;
(d) Upon the dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to similar organizations which carry on their work solely in Ontario;
(e) The Corporation shall not directly or indirectly to transact or undertake any business within the meaning of the Loan and Trust corporations Act.
(f) The Corporation shall not have the capacity of a natural person.
Head Office
5. The Head Office of the corporation shall be at 59 Church Street, in the City of St. Catharines, in the Province of Ontario. The directors of the Corporation may, fro time to time by resolution, change the location of the Head Office within the City of St. Catharines.
Seal
6. The corporate seal for the Corporation shall be such as the board of directors may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Corporation for its use and safe keeping.
Members
7. The following individuals shall be eligible for membership in the Corporation:
(a) A member in good standing of the Law Society of Upper Canada who has a substantial connection to the area formerly known as the County of Lincoln;
(b) A student-at-law who is articled to a member in good standing of the Law Society
of Upper Canada who has a substantial connection to the area formerly known as the County of Lincoln; and
(c) Such other persons as the directors of the corporation may, from time to time admit to membership.
8. The directors of the Corporation shall, from time to time, meet to review such applications for membership which have been received and shall decide by a simple majority whether any or all such applications shall be approved.
9. Annual membership fees may be as determined by the directors from time to time.
10. Every member in good standing and who has paid the applicable annual membership for that year, if any, is entitled:
(a) to attend any meeting of the members of the Corporation;
(b) to vote at any meeting of the members of the Corporation; and
(c) to hold any office of the corporation.
11. A member who is otherwise eligible to vote may vote at a meeting by proxy delivered to the Secretary prior to the vote.
12. At any meeting, each member is entitled to one vote. The chair of the meeting shall only be entitled to cast a vote in the event of a tie on any matter before that meeting that has been voted upon by the members.
13. Memberships are not transferable, assignable or otherwise conveyable to another individual.
14. Membership shall cease:
(a) If the member has not renewed his or her membership and paid the applicable annual membership fee for the previous fiscal year; or
(b) If the member resigns by written notice given to the secretary.
15. The fiscal year of the Corporation shall end on December 31st.
Meetings
16. The annual general meeting of the members of the Corporation shall be held no later than 15 months after the previous annual general meeting. The purpose of the annual meeting of the members shall be to put before the members the reports of the directors and officers of the Corporation, to receive and approve the financial statements of the Corporation, to elect the board of directors, to appoint an auditor or an accountant for the Corporation and to conduct such other business as the directors
17. The directors may, from time to time, call a special meeting of the members of the Corporation in order to conduct such business as the directors in their discretion deem advisable. The notice of all special meetings shall contain a statement of the purpose
18. The directors shall call a special meeting of the members of the Corporation at the written request of at least fifty percent (50%) of the members of the Corporation; provided, however, that the request for a special meeting of the members shall contain a statement of the purpose of the special meeting being requested.
19. Notice of the annual general meeting of the members or of a special meeting of the members shall be given to the members by the Secretary at least twenty days before
20. All meetings of the members shall be held at the Head Office of the Corporation, or in the alternative, at any other Ontario location the directors may, from time to time,
21. Any meeting of the Corporation may be adjourned to any time and from time to time. No notice shall be required for any adjournment.
22. A quorum for a meeting of the members of the Corporation shall be fifty (50%) percent of the Corporation’s members plus one(1).
Notice
23. Any notice required to be given under the Corporations Act, the Letters Patent, the by-laws or otherwise by a member, director, officer or auditor shall be duly given if
(a) Delivered personally to the person to whom it is to be given;
(b) Delivered to the persons address as recorded in the Corporation’s records;
(c) Mailed to the person’s address as recorded in the Corporation’s records by prepaid ordinary mail
(d) Sent to the person’s address as recorded in the Corporation’s records by any means of facsimile transmittal; or
(e) In the case of a member of the Corporation, deposited at any document exchange facility located within or outside of the Registry Office at 59 Church Street, St. Catharines. A notice shall be deemed to have been given when it is delivered personally or to the person’s address, or three business days after it was mailed, transmitted or deposited at a document exchange facility.
24. Notices of meetings shall specify the business to be attended to at the meeting, and in the case of the annual general meeting shall include the proposed budget for the upcoming year.
Board of Directors
25. The affairs of the Corporation shall be managed by a board of directors of twenty-one (21) directors.
26. The board of directors shall elect or appoint from among themselves a President, 1st Vice-President, 2nd Vice-President, Secretary and Treasurer.
27. The directors may exercise all the powers that the corporation may legally exercise under the corporations Act, the Letters Patent or otherwise, unless the directors are restricted by the members from exercising those powers. These powers include, but are not limited to, the power:
(a) To enter into contracts or agreements;
(b) To make banking and financial arrangements;
(c) To direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the Corporation’
(d) To purchase, lease or otherwise acquire, sell, exchange or otherwise dispose of real or personal property, securities or an rights or interests for such consideration and upon such terms and conditions as the directors amy consider advisable;
(e) To borrow on the credit of the Corporation for the purposes of operating expenses, or on the security of the Corporation’s real or personal property;
(f) To purchase insurance to protect the property, rights and interests of the Corporation and to indemnify the Corporation, its members, directors and officers from any claims, damages, losses or costs arising from or related to the affairs of the Corporation.
28. Each director shall be a member of the Corporation at the time of his or her election or appointment, or within seven days of election or appointment and shall remain a member throughout his or her term of office.
29. Each director shall be elected to hold office until the first annual general meeting after he or she was elected or until his or her successor shall have been duly elected. All directors shall retire at each annual general meeting, but each is eligible for reelection if he or she is otherwise qualified to be a director.
30. The members may appoint a director to fill a vacancy provided that a quorum of directors remains in office. If there is no quorum of directors, the remaining directors shall call a special meeting of the members of the Corporation to fill the
31. The members of the Corporation may elect a director or directors, as the case may be, by a show of hands or by ballot if requested by a member.
32. The members of the Corporation may remove a director by a resolution passed by at least tow-thirds of the votes cast at a special meeting for which notice was given and may by a majority of votes cast elect at that special meeting any eligible person in his or her stead for the duration of the term.
33. A person ceases to be a director of the Corporation:
(a) If he or she becomes bankrupt;
(b) If he or she is found to be mentally incompetent or of unsound mind;
(c) If by notice in writing to the Secretary of the Corporation he or she resigns
(d) If he or she ceases to be a member of the Corporation.
34. In the event that any director shall be absent without reasonable excuse from four consecutive meetings of the board of directors, or in the event that any member of any committee established pursuant to these by-laws is absent from three consecutive committee meetings without reasonable excuse, such director or committee member shall be invited by the board of directors to resign as a director or as a committee member, as the case may be.
35. The board of directors shall:
(a) Ensure that, at all times, the Corporation operates in accordance with all applicable legislation and, in particular, with the laws and regulation which govern the operation of non-share capital corporations in the Province of Ontario;
(b) Proclaim and enforce such specific policies as are required to establish a framework within which the officers and employees of the Corporation can establish procedures for the day to day management of the
(c) Delegate responsibility and authority to employees of the Corporation in a manner that ensures that the employees remain accountable to the board of
(d) On an annual basis, review the operations of the Corporation in order to ensure that the Corporation continues to operate in accordance with its objects as set out in this by-law and the Letters Patent of the Corporation;
(e) Ensure that the members of the corporation and such other persons as are lawfully required are kept informed as to Corporation’s activities; and
(f) Ensure that the resources available to the Corporation are being utilized in an effective and efficient manner.
Meetings of the Directors
36. A quorum for a meeting of the board of directors shall be twelve (12) directors.
37. The board may hold its meetings at any place in Ontario as it may, from time to time, determine.
38. No formal notice of any meeting of the board shall be necessary if all the elected directors are present or if those absent have indicated their consent to the meeting being held in their absence.
39. Board meetings may be called by any director. Notice may be given by telephone or by transmittal not less that three days before the meeting is to take place or by mail not less than ten days before the meeting is to take place. The board may appoint a day or days in any month or months for regular meetings as an hour to be named. If regular meetings are scheduled, not additional notice is required. A meeting of the directors may also take place without notice immediately after an annual general meeting or a special meeting.
40. No error or omission with respect to notice for a meeting of the board shall invalidate the meeting or invalidate or make void any proceedings taken or had at such meeting. Any director may at any time waive notice for any such meeting and may ratify and approve of any or all proceedings taken or had at the meeting.
41. The directors shall vote on any resolution arising at any meeting of the board. A majority of votes shall decide the resolution. The Chair of the meeting shall only vote in the event of a tie.
42. At any meeting unless a poll is demanded, a declaration by the Chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence a s prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour or against any resolution.
Conflict of Interest
43. No director shall be entitled to vote on any matter which impacts upon the personal financial interests of the director or a member of his or family. Provided, however, that nothing herein shall prevent a director from voting on a matter that impacts upon his or her financial interests solely as a barrister or solicitor. Any director who perceives that he or she may be in a conflict of interest shall immediately disclose the conflict to the other directors.
44. In the event that a director discloses a conflict of interest, that director shall absent himself or herself from that portion of the meeting in which the issue giving rise to the conflict is discussed and during a vote on any such issue.
Conduct of Meetings Generally
45. Subject to the provisions of this by-law and subject also to the requirements of the Corporations Act, proceedings at all meetings of the members, meetings of the board of directors and any committees thereof shall be governed by the rules of procedure as set out in the text Company Meetings Including Rules of Order, J.M. Wainberg, 3rd. ed., 1982.
46. The Corporation shall have the following officers:
President
1st Vice-President
2nd Vice-President
Secretary
Treasurer
47. The officers of the Corporation shall have the following duties:
(a) The President shall:
(b) The 1st
(c) The 2nd
i. Chair all meetings of the members of the Corporation and of the board, when present in person and able;
ii. Sit upon the Judicial Liaison Committee if one is in existence;
iii. Have general supervision of the affairs of the Corporation;
iv. Sign all by-laws and, with the Secretary, serve as a signing officer of the Corporation; and
v. Perform any other duties which the board may, from time to time, assign.
i. Exercise any or all of the duties of the President in the absence of the President or if the President is unable for any reason to perform those duties;
ii. Sit upon the Judicial Liaison Committee if one is in existence;
iii. Perform any other duties which the board may, from time to time, assign.
i. Exercise any or all of the duties of the 1st absence of the 1st unable for any reason to perform those duties; and
ii. Perform any other duties which the board may, from time to time, assign.
i. Keep and maintain the records and books of the Corporation, including the registry of officers and directors, the registry of members, the minutes of the annual general meeting of the members, special meetings of the members and meetings of the directors, the by-laws, special resolutions and resolution;
ii. Give any notices required for the annual general meeting, special meetings of the members and meetings of the board of directors;
iii. Sign all by-laws and, with the President, serve as a signing officers of the Corporation; and
iv. Perform any other duties which the board may, from time to time, assign.
i. Keep and maintain the financial records and books of the corporation;
ii. Sign all cheques or other payments with the President or the Vice-President, as the case may be;
iii. Assist the auditor in the preparation of the financial statements of the Corporation; and
iv. Perform any other duties which the board may, from time to time, assign.
48. In addition to the officers set forth above, the board of directors shall appoint to the office of Past President that person who most recently occupied the office of President provided, however, that such person has stood for re-election to the board of directors.
i. Sit upon the Judicial Liaison committee if one is in existence;
ii. Provide such assistance to the President as is required to ensure an orderly transition within the office of president from year to year;
iii. Chair the meetings of the standing Personal Committee; and
iv. Perform any other duties which the board may, from time to time, assign.
Indemnification
49. The Corporation shall indemnify and save harmless the directors, their heirs, executors and administrators, and estates and effects, respectively from time to time and at all times from and against:
(a) all costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter of thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office; and
(b) all costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to the affairs of the corporation except costs, charges or expenses thereof as are occasioned by his or her own willful neglect or default..
Auditors
50. The members shall at each annual meeting appoint an auditor to audit the accounts of the corporation to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed from time to time by the board.
Committees
51. The board may from time to time constitute such committees as it deems necessary to assist the directors in carrying on the affairs of the corporation and shall prescribe the duties of such committees.
52. The board of directors shall constitute the following as standing committees of the
(a) Continuing Legal Education Committee;
(b) Personnel Committee;
(c) Library Committee; and
(d) Such further and other standing committees as the directors may from time to time determine.
53. The board of directors shall at the first meeting of the board following the annual general meeting of the members, or elect from among themselves the chairs of the
54. In addition tot he standing committees contemplated in paragraphs 52 and 53, there shall be an Executive Committee comprised of the President, the 1st Vice-President, the 2nd Vice-President, the Secretary, the Treasurer and the Past President provided a Past-President has been appointed. The Executive Committee shall meet as required in order to conduct the day to day business of the Corporation between meetings of the directors. Vice-President, the Secretary, the Treasurer and the standing committees.
Amendments of By-Laws
55. The by-laws of the Corporation not embodied in the Letters Patent may be repealed or amended by a by-law enacted by a majority of the directors and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering the by-law.
PASSED AT A MEETING OF THE DIRECTORS OF THE CORPORATION THIS DAY OF , 1998.
__________________________________ __________________________________
President Secretary
PASSED AT A MEETING OF THE MEMBERS OF THE CORPORATION THIS DAY OF , 1998