MARKLAND HOMES ASSOCIATION CONSTITUTION

(Amended June 1995)

ARTICLE NO.1 NAME

The Association will be known as the Markland Homes Association (hereinafter referred to as the 'Association').

ARTICLE NO.2 OBJECTIVES:

The objectives of the Association are:

(a) To protect and promote the interests of the residents of the Markland Wood area of the City of Etobicoke. Markland Wood is that area bounded by the Etobicoke Creek on the West and South, Markland Drive and its appendages on the North, and Elmcrest Creek on the east.

(b) To further the orderly development of Markland Wood in such manner as to preserve and enhance the value of residential properties;

ARTICLE NO.3 MEMBERSHIP

(a) Any homeowner in Markland Wood is eligible for membership in the Association upon payment of the annual fee.

(b) A membership shall entitle the homeowner and his or her spouse and children living in a member's household to participate in the activities of the Association.

(c) The interest of a member in the Association is not transferable and lapses and ceases to exist upon the member's death, when the member ceases to reside in Markland Wood, or when he or she ceases to be a member by resignation or otherwise in accordance with the Constitution of the Association. Any member may resign from membership upon notice in writing to the Association.

ARTICLE NO.4 MEMBERSHIP FEE

The annual membership fee shall be that amount fixed by the directors of the Association, and shall be payable to the Association at the time of the annual membership canvass which is to be conducted during the month of October.

ARTICLE NO. 5 DIRECTOR

(a) BOARD OF DIRECTORS: The affairs of the Association shall be managed by the board of directors consisting of the President, the Vice-President, the Secretary, the Treasurer, the Past President and eleven (11) directors, who may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by the Constitution of the Association expressly directed or required to be done by the Association at a general meeting of members.

(b) QUALIFICATIONS OF DIRECTORS: Every director shall be eighteen (18) or more years of age and shall be a member of the Association.

(c) ELECTION OF DIRECTORS AND TERM OF OFFICE: Each director's term of office shall be for one year from the date of his or her election or appointment as director or until his or her successor is elected or appointed or until he or she ceases to be a director as hereinafter provided. Directors shall be elected annually by the members at the annual general meeting. Retiring directors shall be eligible for re-election to the board of directors if otherwise qualified and retiring directors shall continue in office until their successors shall, have been duly elected or appointed.

(d) VACANCIES: From time to time in the event of any vacancy, howsoever caused, occurring in the board of directors as herein-after provided, such vacancy may, as long as there is a quorum of directors then in office, be filled by the directors from among the qualified members of the Association otherwise, such vacancy shall be filled at the next meeting of the Association; and any director appointed or elected to, fill any such vacancy shall hold office for the unexpired term of the director who ceased to be a director and who caused such vacancy.

(e) VACATION OF OFFICE: The office of a director of the Association shall be vacated;

(i) if the director resigned by notice in writing to the Association;

(ii) if the director ceases to be a member of the Association;

(iii) if the director is convicted of any criminal offence;

(iv) if the director becomes mentally incompetent.

(f) REMOVAL OF DIRECTORS: 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 shall have been given, remove any director before the expiration of the director's term of office and may, by a majority of the votes cast at that meeting, elect any member in his or her stead for the remainder of the term.

(g) MEETINGS OF DIRECTORS: Meetings of the board of directors shall be held monthly during the months of September to June inclusive at any place within Markland Wood determined by the President or by a resolution of the board of directors. The date and place of monthly meetings shall be fixed at the September meeting each year and further notice of any such regular meeting shall be waived. A meeting of directors may be convened by the President or the Vice-President or any two directors at any time and the, Secretary by, direction of the President or the Vice President or, any two directors shall convene a meeting of directors. Notice of any special meeting of the Board of Directors may be mailed or telephoned to each director not less than three days before the meeting is to take place; provided always that meetings of the board of directors may be held at any time without format notice if all the directors are present or those absent have waived or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or the notice thereof maybe waived by any director. For the first meeting of the board of directors to be, held immediately following the election of directors at a general meeting of the members no notice shall be necessary in order legally to constitute the meeting provided that a quorum of the directors be present. For a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly appointed director.

(h) QUORUM AND VOTING: Seven of the directors shall form a quorum for the transaction of business. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting will cast the deciding vote.

(i) INDEMNITIES TO DIRECTORS AND OTHERS: Every director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and his heirs, executors and administrators, and estate of effects respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Association, from and against:

(A) All costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her off-ice or in respect of any such liability; and:

(B) All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.

(j) PROTECTION OF DIRECTORS AND OFFICERS: No director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss of damage arising from the bankruptcy, insolvency or tortious act of any person firm or corporation with whom or which any monies securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his or her respective off-ice or trust or in relation thereto unless the same shall happen by or through his or her own wilful act own wilful default.

ARTICLE NO. 6 MEETING OF MEMBERS

(a) ANNUAL MEETINGS: The annual meeting of the members shall be held at any place within Markland Wood on such day in the month of June in each year and at such time as the directors may by resolution determine when there shall be presented a report of the proceedings of the previous year a financial statement of the Association, the Auditor's report and such other information or material relating to the Association's affairs as may be of interest or importance.

(b) SPECIAL MEETINGS: Other meetings of the members may be convened by order of the President or in the absence or incapacity of the President by the Vice-President at any date and at any place within Markland Wood.

(c) NOTICE OF MEETINGS: Notice of the annual general meeting stating the day, hour and place of meeting and the general nature of the business to be transacted shall be published in the May issue of the Marklander. Notice of any other special general meeting shall be distributed by special edition of the Marklander or other written notice at least three days (exclusive of the day of distribution) before the date of such special general meeting delivered to the home of each member.

(d) OMISSION OF NOTICE: The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members shall not invalidate any resolution passed or any proceedings taken at any meeting.

(e) VOTING: Each member shall be entitled to one vote. Except as otherwise provided in the Constitution of the Association every question submitted to any meeting of members shall be decided by a majority of votes and in case of equality of votes the Chairman shall have a casting vote. Any meeting unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

(f) CHAIRMAN: The Chairman of the meeting shall be the President or the Vice-President or, in their absence, the members present shall choose another director as Chairman and if no director is present or if all the directors present decline to act as Chairman the members present shall choose one of their number to be Chairman.

(g) ADJOURNMENTS: The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

(h) QUORUM: For all general meetings the presence of fifteen (15) members shall be necessary to constitute a quorum. No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of business.

ARTICLE NO.7 OFFICERS

The officers of the Association shall consist of a President, a Vice-President, a Secretary and a Treasurer to be elected annually by the members from among the members. The directors may appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the directors. Retiring officers shall be eligible for re-election if otherwise qualified.

(a) DELEGATION OF DUTIES OF OFFICER: In case of the absence or inability to act, of the President, the Vice-President or any other officer of the Association or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of the board of directors concur therein.

(b) PRESIDENT: The President shall, if present, preside at all meetings of the directors and members; the President shall sign all instruments which require his or her signature and shall perform all duties incident to his or her office and shall have such other powers and duties as may from time to time be assigned by the directors. In the event of a vacancy howsoever caused occurring in the office of President, the Vice-President then in office shall then become President, and shall hold such office for the unexpired term of the President who ceased to be President and who caused such vacancy.

(c) VICE-PRESIDENT: The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal to act of the President. The Vice-President shall have such powers and duties as may from time to time be assigned to him or herby the directors. In the event of a vacancy, howsoever caused, occurring in the office of Vice-President, such vacancy may, so long as there is a quorum of directors then in office, be filled by the directors from among themselves if they see fit to do so; otherwise such vacancy shall be filled at the next meeting of directors; and the Vice-President appointed or elected to fill any such vacancy shall hold office for the unexpired term of the Vice-President who ceased to be the Vice-President and who caused the vacancy.

(d) TREASURER: The Treasurer shall prepare a financial statement, which statement shall be audited for presentation to the members of the Association at the annual general meeting. Such audited financial statements shall bear the signature of two directors approving the statement on behalf of the Board of Directors. The Treasurer shall turn over to his or her successor such financial documents, records and monies which are the property of the Association at the annual general meeting when his or her successor takes office.

(e) SECRETARY: The Secretary shall, when present, act as Secretary of all meetings; shall have charge of the minute books and records of the Association and shall perform such other duties as the directors require of him or her.

(f) VACANCIES: If the office of the Secretary or Treasurer, one or more shall be or become vacant by reason of death, resignation or disqualification or otherwise, the directors by resolution duly passed at any meeting called and held, may elect or appoint an officer to fill such vacancy.

(g) COMMITTEES:

(i) The Board shall appoint such committees as are deemed necessary to carry out the affairs of the Association; to include at least:

(A) Public Relations Committee

(B) Nominations Committee

(ii) The President shall be ex officio a Member of each such Committee

(iii) The committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit provided, however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of a committee shall be decided by a majority of votes and in ease of an equality of votes the Chairman shall cast the deciding vote.

(h) DUTIES OF COMMITTEES:

(i) The Public Relations Committee shall supervise all publicity relating to the Association and shall be responsible for the preparation and distribution of the Association's bulletin - THE MARKLANDER.

(ii) The Nomination Committee shall prepare a state of officers and a slate of directors to be submitted to each annual meeting of members; provided, however, that the said slates shall be published in the May issue of the Marklander together with the notice of the annual meeting of the Association and notice of the procedure for further nominations.

ARTICLE NO.8 ELECTION OF OFFICERS AND DIRECTORS:

(a) Other nominations of Officers and Directors from the membership may be made provided they arc submitted in writing, signed by a proposer and two seconders, all members in good standing and Filed with the Secretary, together with a written consent to act signed by such nominee, not less than two full days before the Annual meeting. If no nominations are made from the membership then all nominees submitted by the Nominations Committee shall be declared elected at the Annual Meeting.

(b) If there are two or more candidates for any of the officers' positions, then an election shall be held for each position in the following order. President, Vice-President, Secretary, Treasurer. The election shall be by a show of hands, or at the request of any member present, by a written secret ballot.

(c) If there are more nominations for director than the positions available, then a written secret ballot shall be conducted and the nominees who receive the most votes shall be declared in order, until all positions are filled.

(d) Scrutineers may be appointed by the members present to conduct all written ballots.

ARTICLE NO.9 CHEQUES, DRAFTS AND NOTES

All cheques, drafts or orders for payment of money and all notes and acceptance and bills of exchange shall be signed by any two of - the President, Vice-President, the Secretary or the Treasurer.

ARTICLE NO.10 EXECUTION OF INSTRUMENTS, ETC.

Contracts, documents or any instruments in writing requiring the signature of the Association may be signed by the President or the Vice-President and the Secretary or the Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The term 'contracts, documents and instruments in writing as used herein shall include deeds, mortgages, security agreements, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment or money or other obligations, conveyances, transfers and assignment of shares, stocks, bonds, debentures or the securities and all paper writings. In particular without limiting the generality of the foregoing the President or the Vice-President and the Secretary or the Treasurer shall have the authority to sell, assign, transfer, exchange, converter convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Association and to sign and execute all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such sham , stocks, bonds, debentures, rights warrants or other securities.

ARTICLE NO.11 CUSTODY OF SECURITIES

All shares and securities owned by the Association shall be deposited with a chartered bank or trust company or in a safety box or, if so authorized by resolution of the board of directors with such other depositaries or in such other manner as may be determined from time to time by the board of directors.

All share certificates, bonds, debentures, debenture stock certificates, notes or other obligations belonging to the Association may be issued or held in the name of a nominee or nominees of the Association and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.

ARTICLE NO.12 AMENDMENTS

The Constitution may be amended at any general meeting of the members by a resolution passed by two-thirds of the votes cast provided that notice of such resolution shall have been forwarded to the members with the notice of such meeting.

ARTICLE NO.13 RULES OF ORDER

The fundamental principles of Parliamentary Procedure shall govern the conduct of meetings of the Association, its board of directors and committees so far as they may be applicable, without coming in conflict with the Constitution.

ARTICLE NO.14 FISCAL YEAR

The fiscal year of the Association shall terminate on the 30th day of April in each year or on such date as the directors may from time to time by resolution determine.

ARTICLE NO.15 AUDITORS

The directors shall, following each annual meeting, appoint an auditor to audit the accounts of the Association to hold office until the next annual meeting provided that the directors may fill any vacancy in the position of auditor. The remuneration of the auditor shall be fixed by the board of directors.

ARTICLE NO.16 DISSOLUTION

Upon dissolution of the Association and after payment of all debts and liabilities, the remaining property of the Association shall be distributed or disposed of to a Charitable organization or to organizations the objects of which are beneficial to the community.