BY- LAW NO. 6

A by-law relating to the business and affairs
of the Hand Association of Sewer, Watermain and Road Contractors,
O/A Hamilton and District Heavy Construction Association
replacing By-law No. 5.

BE IT ENACTED as a by-law of the Hand Association of Sewer, Watermain and Road Contractors as follows:

HEAD OFFICE
1. The head office of the Association shall be in the City of Hamilton in the Province of Ontario, and at such place therein as the Directors may from time to time determine.

SEAL
2. The seal, an impression whereof is stamped on the margin hereof, shall be the corporate seal of the Association.

BOARD OF DIRECTORS
3. The affairs of the Association shall be managed by a board of twelve Directors, comprised of eleven elected Directors and an appointed Secretary. The eleven elected Directors shall consist of six representatives of Contractor members and five representatives of Associate members. The Board of Directors shall consist of no more than one representative per member Company. Each Director at the time of his election or within ten days thereafter and throughout his term of office shall be a member of the Association in good standing or an officer or director or employee or a representative for a sewer, watermain or road contractors organization either incorporated or unincorporated or a business organization either incorporated or unincorporated actively engaged in the supply of equipment, material or services used in the sewer, watermain and road industry which is a member in good standing and which has appointed him to represent it. Each Director shall be elected to hold office for a period of three years or until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. A majority of Directors, given good cause, can remove any Director before the expiration of his term of office, and may be a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

At each annual meeting, as many Directors as required 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 is demanded by any member.

——————–

2
A Director shall cease to hold office as such –

a) If he ceases to be a member of the Association.

b) If he ceases to be a person appointed to represent a member of the Association.

c) If he ceases employment with the member Company.

d) If he becomes bankrupt or of unsound mind.

e) If he fails to attend at least three meeting of Directors in any calendar year and in the absence of a reasonable explanation for such failure satisfactory to the Board of Directors.

The members of the Association may have a resolution passed to amend the Association By-Law wording and/or to fill any vacancies for election for a term of three years. Majority votes to be passed by at least two-thirds of the membership in person or by proxy at an Annual General Meeting. Notice specifying the intention to pass such resolution may be required. Vacancies on the Board of Directors may be filled by appointment of the Board of Directors from among the qualified members of the Association, with first right of refusal to the member Company to which the vacating Director represented and providing the Directors vote to appoint this individual to hold office for the unexpired term of the vacating Director. If the Directors shall not see fit to so fill any vacancy, 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.

QUORUM AND MEETING – BOARD OF DIRECTORS
4. 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 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. Director’s 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 meeting shall be delivered, telephoned, faxed or e-mailed 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 statement of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient 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 general meeting of the Association. The Directors may consider or transact any business either special or general at any meeting of the Board.
——————–

3
VOTING – BOARD OF DIRECTORS
5. Questions arising at any meeting of Directors shall be decided by a majority of votes, each Director having one vote. 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 any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand were 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 prima facie evidence 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.

ENACTMENT – AMENDMENT AND REPEAL OF BY-LAWS
6. By-laws may be enacted only by the Directors and the Directors may from time to time repeal, amend or re-enact by-laws but every such by-law, and every repeal, amendment or re-enactment thereof unless in the meantime sanctioned at a general meeting of the Association duly called for that purpose shall only have force until the next annual meeting of the Association and in default of confirmation thereat shall at and from that time cease to have force. Provided that any by-laws authorizing the Directors to borrow money upon the credit of the Association or do any of the other things permitted by Section 58 (1) of The Corporations Act, shall have no force or affect until sanctioned by at least two-thirds of the votes cast a special general meeting of the Association duly called for considering the by-law.

REMUNERATION OF DIRECTORS
7. The Directors shall receive no remuneration for acting as such.

OFFICERS OF ASSOCIATION
8. There shall be a President, Vice-President, Past President, Treasurer and Secretary and such other officers as the Board of Directors may determine by by-law from time to time. One person may hold more than one office except that of President. The President, Vice-President, Treasurer and Secretary shall be elected by the Board of Directors from among the Contractor and Associate representatives at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbent members of the Board shall hold office until their successors are elected. The Past-President shall be an Officer. The General Manager of the Association shall serve as Secretary and shall be an Officer without vote.

——————–

4
DUTIES OF PRESIDENT AND VICE-PRESIDENT
9. The President shall, when present, preside at all meetings of the members of the Association and of the Board of Directors. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and during his absence or inability and that of the Vice-President such other Director as the Board may from time to time appoint for the purpose exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

DUTIES OF SECRETARY
10. The Secretary shall be ex-officio clerk of the Board of Directors. He shall attend all meetings of the Board of Directors and ensure that facts and minutes of all proceedings are recorded in the book kept for that purpose. He shall ensure all notices required to be given to members and to Directors are given. He shall be the custodian of the seal of the Association and of all books, papers, records, correspondence contracts and other documents belonging to the Association which he shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board of Directors. The Secretary, or a person designated to perform the usual duties of a treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all money or other valuable effects in the name and to the credit of the Association in such banks of banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required of him, an account of all transactions as designated Treasurer, and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board of Directors.

DUTIES OF OTHER OFFICERS
11. The duties of all other officers of the Association shall be such as the terms of their engagement call for or the Board of Directors requires of them. MANAGEMENT 12. Day to day management of the Association’s affairs and operations shall be vested in a General Manager appointed by the Board who shall have the following general functions and responsibilities more particularly set out in a position description approved from time to time by the Board:

——————–

5
a) Shall be in charge of the administration and management of the Association and shall report to the Board through the President.

b) Shall serve as Secretary and shall be a Director, ex officio without vote.

c) Shall keep, or have kept, minutes of all proceedings of the Association, have care and custody of its records and seal, and cause the publication of its reports.

d) Shall be responsible for the financial and banking records of the Association.

e) Shall prepare an annual budget to support the Association’s operations and prepare accounts comparing budgeted and actual expenditures for approval by the Board.

f) Shall be an ex officio member of all committees of the Association.

g) Shall undertake such other duties and responsibilities as the Board may from time to time direct.

MEMBERSHIP
13. There shall three categories of membership –Contractor, Associate and Consultant. Members in good standing shall be entitled to one vote per member at all meetings of members of the Association. Corporations and other legal entities and partnerships may vote through an authorized proxy, being those officers, partners, proprietors or employees who are representatives of corporations, other legal entities or partnerships being members of the Association in good standing who have been appointed in writing by such member. Members shall be entitled to participate in any distribution of the property of the Association on dissolution of the Association.

DUES
14. The annual dues and all other fees and assessments payable by the members shall be determined from time to time by the Directors. The Secretary shall notify the members of the dues or fees at any time payable by them and if they are not paid within thirty days of the date of such notice thereof, the members in default shall thereupon automatically cease to be members of the Association but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the Board of Directors.

ANNUAL AND SPECIAL MEETINGS OF MEMBERS
15. The annual or any special 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 days as the said Directors shall appoint.

——————–

6
Business organizations, incorporated or unincorporated, being members of the Association may be represented by one or more proprietors, or partners in the case of unincorporated organizations, at all meetings of the Association, and such representatives, if representative members of the Association, shall be eligible for election as Directors but only one such representative member shall be elected a director from any such business organization. Each such organization shall forward to the Secretary the names of such persons as are from time to time authorized to represent the organization and shall state the priority of representation where more than one such representative is authorized.

Representatives of business organizations, incorporated or unincorporated, attending any meeting of members of the Association shall not be eligible to vote at such meeting as proxy for the business organization appointing him as proxy to vote on its behalf.

Notice of all meetings of the Association shall be sent to all members of the Association.

Notice of the annual meeting of the Association shall be mailed to each member of the Association at least fifteen days prior to the date of the meeting. Notice of all other general meetings of the Association shall be mailed to each member of the Association at least ten days prior to the date of the meeting and such notice shall state the purpose for which the meeting is called.

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 public accountant’s review shall be presented and a Board of Directors elected and public accountant appointed for the ensuing year and the remuneration of the public accountant shall be fixed. The members may consider and transact any business either special or general without any notice thereof at the annual meeting of the members.

The Board of Directors or the President or the Vice-President shall have power to call at any time a special general meeting of the members of the Association.

At all general meetings of the Association the presence in person or by proxy of at least 25% of the members of the Association entitled to vote at the meeting shall constitute a quorum. At all general meetings of the Association each ordinary member in good standing shall be entitled to one vote. Votes may be given in person or by proxy. All questions at general meetings shall be decided by majority vote unless by law or by the by-laws of the Association a greater majority is required. In the event of an equality of votes the Chairman of the meeting shall have a second vote. Votes need not be by ballot but a vote by ballot shall be taken on any question if demanded by at least 10% of the members present or represented at the meeting, or if directed by the Chairman of the meeting. All votes by ballot shall be taken in such manner as the Chairman shall direct.

ERROR OR OMISSION IN NOTICE
16. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken there at 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 thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member shall be his last address recorded on the books of the Association.

7
ADJOURNMENTS
17 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.

AUDITORS AND ACCOUNTS
18. The accounts of the association shall be reviewed each year by a Public accountant appointed by resolution of the members of each annual meeting. The fiscal year of the Association shall terminate on the 31st day of January each year.

CHEQUES, DRAFTS AND EXECUTION OF DOCUMENTS
19. All cheques, drafts or orders for payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the Association and in such manner as the board of Directors may from time to time designate. Contracts, documents or any instrument in writing requiring the signature of the Association may be signed by the President or Vice-President and the Secretary, and all contracts, documents or any instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The corporate seal of the Association may, when required, be affixed to contracts, documents and instruments in writing signed as aforesaid. The term “contracts, documents and instruments in writing” as used herein shall include deeds, mortgages, hypothecate, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers, assignments of shares, stocks, bonds, debentured or other securities and all paper writings.

BOOKS AND RECORDS
20. 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 of law are regularly and properly kept.
——————–

8
INTERPRETATION
21. In these by-laws and in all other by-laws of the Association hereafter 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. Passed by the Board of Directors and sealed with the corporate seal. By-Law No. 6 revision date: Thursday, April 18, 2013

______________________________
Tim McKinnon, President

_____________________________

Elda Heinrich, Secretary

Supersedes By-Law No. 5 dated April 8, 2010
David Ellis, President,
Elda Heinrich, Secretary

Supersedes By-Law No. 4 dated April 26, 2001
Donald Sloat, President,
Leo Laviolette, Secretary