Markland Wood | Community Established in 1960

 

MARKLAND WOOD HOMEOWNERS ASSOCIATION 

CONSTITUTION

 

(Amended October 26, 2016)

PREAMBLE

Markland Wood is a residential community of some 1200 homes. Since 1960 it has had a formal homes association originally known as the Markland Homes Association. Since that time, the organization has been governed by a Board of Directors elected by the community. All members of the Board are to offer their time on a voluntary basis in the interests of the community.

The Markland Wood Homeowners’ Association Constitution, as amended from time to time, is the document which directs how the organization and its directors and officers are to function on behalf of Markland residents.

DEFINITIONS

Marklander: The publication of the Markland Wood Homeowners Association, published approximately 10 times a year to keep Members informed of matters and events happening in the community.

Member: An adult named on the title of a house within Markland Wood whose annual dues are paid up.

Standard Operating Procedures (“SOP”): A manual of standard operating procedures maintained by the Board of Directors, containing various practices, procedures and records filed by the Board and amended from time to time.


ARTICLE NO.1 NAME, ORGANIZATIONAL STATUS AND MANAGEMENT

The organization shall be known as the Markland Wood Homeowners Association (hereinafter referred to as the “MWHA”). The Board of Directors shall work to further the objectives of the MWHA and shall have discretion to organize, manage and act for the MWHA as it reasonably sees fit to protect both the Members and the Board itself.


ARTICLE NO.2 OBJECTIVES

The objectives of the MWHA 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 area; and

(c) To create, foster and maintain a community spirit in Markland Wood.


ARTICLE NO.3 MEMBERSHIP

(a) Any homeowner in Markland Wood is eligible for membership in the MWHA 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 MWHA.

(c) The interest of a Member in the MWHA 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 MWHA. Any Member may resign from membership upon notice in writing to the MWHA.


ARTICLE NO.4 MEMBERSHIP FEE

The annual membership fee shall be that amount fixed by the Board of the MWHA, and shall be payable to the MWHA at the time of the annual membership canvass commencing in September of each year.


ARTICLE NO. 5 MEETING OF MEMBERS

(a) ANNUAL MEETINGS: The annual general meeting (“AGM”) of the members shall be held within close proximity to Markland Wood each year and at such time as the Board may, by resolution, determine. There shall be presented a report of the proceedings of the previous year, a financial statement of the MWHA, the Auditor's report and such other information or material relating to the affairs of the MWHA 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 time within close proximity to Markland Wood.

(c) NOTICE OF MEETINGS: Notice of the AGM stating the day, hour and place of meeting and the general nature of the business to be transacted shall be published in the Marklander prior to the AGM and placed on the MWHA website as soon as the information is available. 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(s) shall not invalidate any resolution passed or any proceedings taken at any meeting.

(e) CHAIR: The Chair of the meeting shall be the President or the Vice-President or, in their absence, the Members present shall choose another Director as Chair.

(f) VOTING: Each Member shall be entitled to one vote. Except as otherwise provided in the Constitution of the MWHA, every question submitted to any meeting of Members shall be decided by a majority of votes and in case of an equality of votes, the Chair shall have a casting vote.

(g) ADJOURNMENTS: The Chair 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. 6 DIRECTORS

BOARD OF DIRECTORS:
(a) The affairs of the MWHA shall be managed by the Board of Directors (“Board” or “Director(s)”), not to exceed 20 in number, and led by an executive composed of the President, Vice President, Secretary, Treasurer and Past President. With the exception of the President and Vice President, as specified in ARTICLE NO. 7 below, there is no limit on the consecutive length of office for Secretary or Treasurer or of the other Directors. The Directors have voting rights and are expected to attend all monthly meetings of the Board.

(b) The Directors are elected annually at the AGM. In order to provide for the volume and complexity of issues, no member of the executive may hold more than one position on a permanent basis.

(c) QUALIFICATIONS OF DIRECTORS: Every Director shall be eighteen (18) or more years of age and shall be a Member of the MWHA.

(d) ASSOCIATES: The MWHA shall have members known as Associates. They are Members who step forward and are affirmed annually at the AGM. They do not have voting rights. Their efforts are essential in supporting the work of the MWHA. Accordingly, they are encouraged to attend at least 3 of the monthly Board meetings and assist in at least 1 of the on-going activities or projects of the MWHA per year.

(e) DIRECTORS AND ASSOCIATES TERM OF OFFICE: Each Director and Associates' term of office shall be for one year from the date of his or her election or affirmation or until his or her successor is elected or affirmed or until he or she ceases to be a Director or Associate as hereinafter provided. Directors and Associates shall be elected annually by the Members at the AGM.

(f) VACANCIES: In the event of any vacancy, howsoever caused from time to time, occurring on 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 MWHA. Otherwise, such vacancy shall be filled at the next meeting of the MWHA; 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.

(g) VACATION OF OFFICE: The office of a Director of the MWHA shall be vacated;

(i) if the Director resigned by notice. in writing to the MWHA;
(ii) if the Director ceases to be a member of the MWHA;
(iii) if the Director is convicted of any criminal offence;
(iv) if the Director becomes mentally incompetent.


(h) REMOVAL OF DIRECTORS: Directors of the MWHA may, by resolution passed by a two thirds (2/3) vote of the entire Board cast at any Board meeting (either in person or by email), remove any Director after violation of the Code of Conduct (Article No. 14) after due process, before the expiration of the Director’s term of office and may, if needed, by a majority of the votes cast at that or any subsequent Board meeting, appoint any Member in his or her stead for the remainder of the term.

(i) MEETINGS OF DIRECTORS:

(i) Monthly Meetings. Meetings of the Directors shall be held monthly during the months of September to June inclusive at any place near or within Markland Wood decided by the President or by a resolution of the Directors. The date of monthly meetings shall be fixed at the September meeting each year, and further notice of any such regular meeting shall be waived.

(ii) Special Meetings. 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 Directors shall be given to each Director via email and/or telephone 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 formal 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 may be waived by any Director. For the first meeting of the 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 Directors be present. For a meeting of the Directors at which a Director is appointed to fill a vacancy on the Board, no notice of such meeting shall be necessary to the newly appointed Director.

(iii) Emergency Meetings. Where time sensitive matters arise outside of the meetings above, and at the discretion of the President, who will act as Chair, or the Vice President where the President is unavailable during the time sensitive period, the Board may meet virtually for the purposes of voting on a time sensitive extraordinary matter. All Directors must be given notice of the matter and the time sensitive constraints. Subsequently a quorum of Directors must cast their votes electronically or in writing to the President, or Vice President if the situation calls for this, for tabulation. As per the voting rules specified below, the result of the vote shall be communicated to all Directors in a timely fashion.

(j) QUORUM AND VOTING: Seven (7) of the Directors shall form a quorum for the transaction of business at any meeting. Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chair of the meeting will cast the deciding vote.

(k) INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS: Every Director or Officer of the MWHA or other person who has undertaken or is about to undertake any liability on behalf of the MWHA 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 MWHA, from and against:

(i) 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 office or in respect of any such liability; and,

(ii) 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 wilful neglect or default.

(l) PROTECTION OF DIRECTORS AND OFFICERS: No Director or Officer for the time being of the MWHA 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 MWHA through the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the MWHA 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 office or trust or in relation thereto unless the same shall happen by or through his or her own wilful act or own wilful default.


ARTICLE NO.7 OFFICERS

The Officers (“Officer(s)”) of the MWHA 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.

(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 MWHA 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 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) ELIGIBILITY FOR PRESIDENT: The Vice-President becomes the President following the end of the President’s term as ratified by an election at the AGM. In special circumstances where the Vice-President cannot assume the presidency at the correct time, the Board of Directors may vote to extend the incumbent President for one year. After the additional year, the Vice-President must be able to assume the Presidency as per election at the AGM or must relinquish the office of Vice-President and allow the Board of Directors to put forth new candidates to fill both of these offices by election from among the Directors , Associates and Members.

(d) PRESIDENT TERM OF OFFICE: PRESIDENT TERM OF OFFICE: The President is to be elected to a one-year term by vote at the AGM.

(e) 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 her by 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.

(f) VICE-PRESIDENT TERM OF OFFICE: The Vice-President is to be elected to a one-year term by vote at the AGM.

(g) TREASURER: There is no limit on the number of successive years an individual may serve as Treasurer. The Treasurer shall prepare a financial statement, which statement shall be audited for presentation to the members of the MWHA at the annual general meeting. Such audited financial statements shall bear the signature of two Directors approving the statement on behalf of the Board. The Treasurer shall turn over to his or her successor such financial documents, records and monies which are the property of the MWHA at the AGM when his or her successor takes office.

(h) SECRETARY: The Secretary shall, when present, act as Secretary of all meetings; shall have charge of the minute books and records of the MWHA; shall maintain the SOP Manual and shall perform such other duties as the Directors require of him or her. There is no limit on the number of successive years an individual may serve as Secretary.

(i) VACANCIES: If the office of the Secretary or Treasurer, 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.


ARTICLE NO.8 ELECTION OF OFFICERS AND DIRECTORS

(a) Nominations of Officers and Directors from the membership may be made provided they are submitted in writing or sent electronically to the President not less than one (1) week before the AGM.

(b) If there are two or more candidates for any of the Officer 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 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 COMMITTEES

(a) The Board of Directors shall have the power to appoint a committee(s) from time to time to carry any and all affairs of the MWHA deemed necessary by the Board of Directors. The Board’s motion creating the committee shall:
(i) Briefly describe the mandate of the committee; and
(ii) Designate whether the committee is permanent or temporary. Nothing shall prevent the Board from changing a temporary committee to a permanent one, nor ending the existence of any committee upon a motion, as it sees fit.

(b) The President shall be ex officio a member of each such committee. Following its appointment by the Board, the committee shall meet as soon as is feasible to appoint a Chair, further define its mandate and develop a set of operating procedures, where appropriate, to be submitted to the Board and included in the SOP Manual.

(c) A current list of committees, their respective Chairs, and the members of any such committee shall be contained in the SOP Manual.

(d) DUTIES OF COMMITTEES: Unless otherwise mandated by the Board, committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they see fit. Questions, decisions or recommendations from committees shall be brought to the Board at its next meeting for approval or concurrence. Regardless, committees shall report to the Board from time to time or at its request.


ARTICLE NO.10 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, Secretary or, the Treasurer. Reference shall be made to the SOP Manual with respect to the handling of cheques in connection with advertising transactions. All activities of the Board and recommendations by committees involving MWHA monies above a certain amount, as established from time to time by the Board, must secure the approval of the Board through a formal vote recorded in the Minutes at an MWHA monthly meeting prior to expenditure. For expenditures below the Board established amount, authorization is at the discretion of the Treasurer, subject to receipts and other appropriate documentation.

 

ARTICLE NO.11 EXECUTION OF INSTRUMENTS, ETC.

Contracts, documents or any instruments in writing requiring the signature of the MWHA 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 MWHA without any further authorization or formality. The terms '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, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the MWHA 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 share , stocks, bonds, debentures, rights warrants or other securities.


ARTICLE NO.12 CUSTODY OF SECURITIES

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

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


ARTICLE NO.13 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.14 RULES OF ORDER

The Markland Wood Homeowners Association (MWHA) Code of Conduct shall govern the conduct of all meetings of the MWHA, its Board of Directors, Associates and Committees so far as it may be applicable, without coming into conflict with the Constitution.

 

ARTICLE NO.15 FISCAL YEAR

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


ARTICLE NO.16 AUDITORS

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


ARTICLE NO.17 DISSOLUTION

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


ARTICLE NO. 18 MWHA COMMUNICATIONS

(a) The Marklander

(b) Website: The Board shall have the power to maintain a website at its discretion and shall appoint a Director or other individual to function as the Webmaster. The Webmaster is to ensure proper gate-keeping as to the content and the comment found on the website to properly and accurately reflect this family community and to protect the community and the MWHA, to the best of his/her ability, from any negative consequences as a result of the operation of this website.

(c) Any other electronic communications including mass “blast announcements” as approved by the Board.

(d) Any other forms of communication as may be approved by the Board from time to time.


ARTICLE NO. 19 MANUAL OF STANDARD OPERATING PROCEDURES

The Board shall create, maintain and amend from time to time, a manual of standard operating procedures containing various practices, procedures and records adopted and filed by the Board.

 

1 | P a g eMARKLAND WOOD HOMEOWNERS ASSOCIATIONCONSTITUTION(Amended October 26, 2016)PREAMBLEMarkland Wood is a residential community of some 1200 homes. Since 1960 it has had a formal homes association originally known as the Markland Homes Association. Since that time, the organization has been governed by a Board of Directors elected by the community. All members of the Board are to offer their time on a voluntary basis in the interests of the community.The Markland Wood Homeowners’ Association Constitution, as amended from time to time, is the document which directs how the organization and its directors and officers are to function on behalf of Markland residents.DEFINITIONSMarklander: The publication of the Markland Wood Homeowners Association, published approximately 10 times a year to keep Members informed of matters and events happening in the community.Member: An adult named on the title of a house within Markland Wood whose annual dues are paid up.Standard Operating Procedures (“SOP”): A manual of standard operating procedures maintained by the Board of Directors, containing various practices, procedures and records filed by the Board and amended from time to time.ARTICLE NO.1 NAME, ORGANIZATIONAL STATUS AND MANAGEMENTThe organization shall be known as the Markland Wood Homeowners Association (hereinafter referred to as the “MWHA”). The Board of Directors shall work to further the objectives of the MWHA and shall have discretion to organize, manage and act for the MWHA as it reasonably sees fit to protect both the Members and the Board itself.ARTICLE NO.2 OBJECTIVESThe objectives of the MWHA 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.2 | P a g e(b) To further the orderly development of Markland Wood in such manner as to preserve and enhance the area; and(c) To create, foster and maintain a community spirit in Markland Wood.ARTICLE NO.3 MEMBERSHIP(a) Any homeowner in Markland Wood is eligible for membership in the MWHA 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 MWHA.(c) The interest of a Member in the MWHA 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 MWHA. Any Member may resign from membership upon notice in writing to the MWHA.ARTICLE NO.4 MEMBERSHIP FEEThe annual membership fee shall be that amount fixed by the Board of the MWHA, and shall be payable to the MWHA at the time of the annual membership canvass commencing in September of each year.ARTICLE NO. 5 MEETING OF MEMBERS(a) ANNUAL MEETINGS: The annual general meeting (“AGM”) of the members shall be held within close proximity to Markland Wood each year and at such time as the Board may, by resolution, determine. There shall be presented a report of the proceedings of the previous year, a financial statement of the MWHA, the Auditor's report and such other information or material relating to the affairs of the MWHA 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 time within close proximity to Markland Wood.(c) NOTICE OF MEETINGS: Notice of the AGM stating the day, hour and place of meeting and the general nature of the business to be transacted shall be published in the Marklander prior to the AGM and placed on the MWHA website as soon as the information is available. Notice of any other special general meeting shall be distributed3 | P a g eby 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(s) shall not invalidate any resolution passed or any proceedings taken at any meeting.(e) CHAIR: The Chair of the meeting shall be the President or the Vice-President or, in their absence, the Members present shall choose another Director as Chair.(f) VOTING: Each Member shall be entitled to one vote. Except as otherwise provided in the Constitution of the MWHA, every question submitted to any meeting of Members shall be decided by a majority of votes and in case of an equality of votes, the Chair shall have a casting vote.(g) ADJOURNMENTS: The Chair 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. 6 DIRECTORSBOARD OF DIRECTORS:(a) The affairs of the MWHA shall be managed by the Board of Directors (“Board” or “Director(s)”), not to exceed 20 in number, and led by an executive composed of the President, Vice President, Secretary, Treasurer and Past President. With the exception of the President and Vice President, as specified in ARTICLE NO. 7 below, there is no limit on the consecutive length of office for Secretary or Treasurer or of the other Directors. The Directors have voting rights and are expected to attend all monthly meetings of the Board.(b) The Directors are elected annually at the AGM. In order to provide for the volume and complexity of issues, no member of the executive may hold more than one position on a permanent basis.(c) QUALIFICATIONS OF DIRECTORS: Every Director shall be eighteen (18) or more years of age and shall be a Member of the MWHA.4 | P a g e(d) ASSOCIATES: The MWHA shall have members known as Associates. They are Members who step forward and are affirmed annually at the AGM. They do not have voting rights. Their efforts are essential in supporting the work of the MWHA. Accordingly, they are encouraged to attend at least 3 of the monthly Board meetings and assist in at least 1 of the on-going activities or projects of the MWHA per year.(e) DIRECTORS AND ASSOCIATES TERM OF OFFICE: Each Director and Associates' term of office shall be for one year from the date of his or her election or affirmation or until his or her successor is elected or affirmed or until he or she ceases to be a Director or Associate as hereinafter provided. Directors and Associates shall be elected annually by the Members at the AGM.(f) VACANCIES: In the event of any vacancy, howsoever caused from time to time, occurring on 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 MWHA. Otherwise, such vacancy shall be filled at the next meeting of the MWHA; 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.(g) VACATION OF OFFICE: The office of a Director of the MWHA shall be vacated;(i) if the Director resigned by notice. in writing to the MWHA;(ii) if the Director ceases to be a member of the MWHA;(iii) if the Director is convicted of any criminal offence;(iv) if the Director becomes mentally incompetent.(h) REMOVAL OF DIRECTORS: Directors of the MWHA may, by resolution passed by a two thirds (2/3) vote of the entire Board cast at any Board meeting (either in person or by email), remove any Director after violation of the Code of Conduct (Article No. 14) after due process, before the expiration of the Director’s term of office and may, if needed, by a majority of the votes cast at that or any subsequent Board meeting, appoint any Member in his or her stead for the remainder of the term.(i) MEETINGS OF DIRECTORS:(i) Monthly Meetings. Meetings of the Directors shall be held monthly during the months of September to June inclusive at any place near or within Markland Wood decided by the President or by a resolution of the Directors. The date of monthly meetings shall be fixed at the September meeting each year, and further notice of any such regular meeting shall be waived.(ii) Special Meetings. 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 Directors shall be given to each Director via email and/or telephone not less5 | P a g ethan 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 formal 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 may be waived by any Director. For the first meeting of the 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 Directors be present. For a meeting of the Directors at which a Director is appointed to fill a vacancy on the Board, no notice of such meeting shall be necessary to the newly appointed Director.(iii) Emergency Meetings. Where time sensitive matters arise outside of the meetings above, and at the discretion of the President, who will act as Chair, or the Vice President where the President is unavailable during the time sensitive period, the Board may meet virtually for the purposes of voting on a time sensitive extraordinary matter. All Directors must be given notice of the matter and the time sensitive constraints. Subsequently a quorum of Directors must cast their votes electronically or in writing to the President, or Vice President if the situation calls for this, for tabulation. As per the voting rules specified below, the result of the vote shall be communicated to all Directors in a timely fashion.(j) QUORUM AND VOTING: Seven (7) of the Directors shall form a quorum for the transaction of business at any meeting. Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chair of the meeting will cast the deciding vote.(k) INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS: Every Director or Officer of the MWHA or other person who has undertaken or is about to undertake any liability on behalf of the MWHA 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 MWHA, from and against:(i) 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 office or in respect of any such liability; and,(ii) 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 wilful neglect or default.(l) PROTECTION OF DIRECTORS AND OFFICERS: No Director or Officer for the time being of the MWHA shall be liable for the acts, receipts, neglects or defaults of6 | P a g eany 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 MWHA through the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the MWHA 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 office or trust or in relation thereto unless the same shall happen by or through his or her own wilful act or own wilful default.ARTICLE NO.7 OFFICERSThe Officers (“Officer(s)”) of the MWHA 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.(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 MWHA 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 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) ELIGIBILITY FOR PRESIDENT: The Vice-President becomes the President following the end of the President’s term as ratified by an election at the AGM. In special circumstances where the Vice-President cannot assume the presidency at the correct time, the Board of Directors may vote to extend the incumbent President for one year. After the additional year, the Vice-President must be able to assume the Presidency as per election at the AGM or must relinquish the office of Vice-President and allow the Board of Directors to put forth new candidates to fill both of these offices by election from among the Directors , Associates and Members.(d) PRESIDENT TERM OF OFFICE: The President is to be elected to a one-year term by vote at the AGM.7 | P a g e(e) 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 her by 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.(f) VICE-PRESIDENT TERM OF OFFICE: The Vice-President is to be elected to a one-year term by vote at the AGM.(g) TREASURER: There is no limit on the number of successive years an individual may serve as Treasurer. The Treasurer shall prepare a financial statement, which statement shall be audited for presentation to the members of the MWHA at the annual general meeting. Such audited financial statements shall bear the signature of two Directors approving the statement on behalf of the Board. The Treasurer shall turn over to his or her successor such financial documents, records and monies which are the property of the MWHA at the AGM when his or her successor takes office.(h) SECRETARY: The Secretary shall, when present, act as Secretary of all meetings; shall have charge of the minute books and records of the MWHA; shall maintain the SOP Manual and shall perform such other duties as the Directors require of him or her. There is no limit on the number of successive years an individual may serve as Secretary.(i) VACANCIES: If the office of the Secretary or Treasurer, 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.ARTICLE NO.8 ELECTION OF OFFICERS AND DIRECTORS(a) Nominations of Officers and Directors from the membership may be made provided they are submitted in writing or sent electronically to the President not less than one (1) week before the AGM.(b) If there are two or more candidates for any of the Officer 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.8 | P a g e(c) If there are more nominations for Director than 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 COMMITTEES(a) The Board of Directors shall have the power to appoint a committee(s) from time to time to carry any and all affairs of the MWHA deemed necessary by the Board of Directors. The Board’s motion creating the committee shall:(i) Briefly describe the mandate of the committee; and(ii) Designate whether the committee is permanent or temporary. Nothing shall prevent the Board from changing a temporary committee to a permanent one, nor ending the existence of any committee upon a motion, as it sees fit.(b) The President shall be ex officio a member of each such committee. Following its appointment by the Board, the committee shall meet as soon as is feasible to appoint a Chair, further define its mandate and develop a set of operating procedures, where appropriate, to be submitted to the Board and included in the SOP Manual.(c) A current list of committees, their respective Chairs, and the members of any such committee shall be contained in the SOP Manual.(d) DUTIES OF COMMITTEES: Unless otherwise mandated by the Board, committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they see fit. Questions, decisions or recommendations from committees shall be brought to the Board at its next meeting for approval or concurrence. Regardless, committees shall report to the Board from time to time or at its request.ARTICLE NO.10 CHEQUES, DRAFTS AND NOTESAll 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, Secretary or, the Treasurer. Reference shall be made to the SOP Manual with respect to the handling of cheques in connection with advertising transactions. All activities of the Board and recommendations by committees involving MWHA monies above a certain amount, as established from time to time by the Board, must secure the approval of the Board through a formal vote recorded in the Minutes at an MWHA monthly meeting prior to expenditure. For expenditures below the Board established amount, authorization is at the discretion of the Treasurer, subject to receipts and other appropriate documentation.9 | P a g eARTICLE NO.11 EXECUTION OF INSTRUMENTS, ETC.Contracts, documents or any instruments in writing requiring the signature of the MWHA 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 MWHA without any further authorization or formality. The terms '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, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the MWHA 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 share , stocks, bonds, debentures, rights warrants or other securities.ARTICLE NO.12 CUSTODY OF SECURITIESAll shares and securities owned by the MWHA shall be deposited with a chartered bank or trust company or in a safety box or, if so authorized by resolution of the Board with such other depositaries or in such other manner as may be determined from time to time by the Board.All share certificates, bonds, debentures, debenture stock certificates, notes or other obligations belonging to the MWHA may be issued or held in the name of a nominee or nominees of the MWHA and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.ARTICLE NO.13 AMENDMENTSThe 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.14 RULES OF ORDERThe Markland Wood Homeowners Association (MWHA) Code of Conduct shall govern the conduct of all meetings of the MWHA, its Board of Directors, Associates and Committees so far as it may be applicable, without coming into conflict with the Constitution.10 | P a g eARTICLE NO.15 FISCAL YEARThe fiscal year of the MWHA shall terminate on the 30th day of June in each year or on such date as the Board may from time to time by resolution determine.ARTICLE NO.16 AUDITORSThe Board shall, following each AGM, appoint an auditor to audit the accounts of the MWHA to hold office until the next annual meeting provided that the Board may fill any vacancy in the position of auditor. The remuneration of the auditor shall be fixed by the Board.ARTICLE NO.17 DISSOLUTIONUpon dissolution of the MWHA and after payment of all debts and liabilities, the remaining property of the MWHA shall be distributed or disposed of to a charitable organization or to organizations, the objects of which are, beneficial to the community.ARTICLE NO. 18 MWHA COMMUNICATIONS(a) The Marklander(b) Website: The Board shall have the power to maintain a website at its discretion and shall appoint a Director or other individual to function as the Webmaster. The Webmaster is to ensure proper gate-keeping as to the content and the comment found on the website to properly and accurately reflect this family community and to protect the community and the MWHA, to the best of his/her ability, from any negative consequences as a result of the operation of this website.(c) Any other electronic communications including mass “blast announcements” as approved by the Board.(d) Any other forms of communication as may be approved by the Board from time to time.ARTICLE NO. 19 MANUAL OF STANDARD OPERATING PROCEDURESThe Board shall create, maintain and amend from time to time, a manual of standard operating procedures containing various practices, procedures and records adopted and filed by the Board.