Constitution & Bylaws

I  PURPOSES
There shall be hereby constituted the Desert Lake Property Owners’ Association within the County of Frontenac for the purposes of furthering the following objectives:

1. To determine the wishes of all property owners and to represent these wishes to the Township of South Frontenac, to the County of Frontenac, to the Cataraqui Region Conservation Authority and to the Government of Ontario.
2. To protect the ecology of Desert Lake by:
   a) supporting and encouraging the Ministry of the Environment to prevent water and noise pollution;
   b) publicizing to lake users the importance of preventing pollution;
   c) opposing any future development that would have a harmful effect on the lake;
   d) supporting the Ministry of Natural Resources in its efforts to improve fishing;
   e) urging better control of water levels.

3. To identify the municipal services that should be paid for and received by property owners and to make appropriate representations to the responsible councils.

 II  MEMBERSHIPS

1. Full Membership in the Association requires ownership of property that is identified by a municipal tax roll number and that fronts on the waters of Desert Lake or on waters in the immediate vicinity of its inlets and outlets. Full Membership in the Association also requires full payment of the membership fee for the financial year preceding the annual meeting and/or the current year. 

2. (a) Where multiple or joint ownership of property exists, only one Full Membership for that property shall be allowed.
   (b)  Owners of multiple properties shall be limited to only one Full Membership. 

3. (a) Associate Membership in the Association shall be open to all owners of property beyond the inlets and outlets of Desert Lake but within the Desert Lake watershed.
   (b)  Associate Membership does not include executive or voting privileges but does include where appropriate, full participation in sub-committees, social activities, access to the DLPOA Web Site and services as well as all membership mailings. 

4. Any change to Full or Associate Membership fees shall be determined by formal resolution at the Annual General Meeting.

 III  VOTING RIGHTS 

1. Full Membership in the Association allows two votes on any issue; votes may be delegated by the owners of the property to persons associated with ownership of the property. All persons thus identified as Voting Members may participate in all functions of the Association including serving on the Executive Committee. 

IV  EXECUTIVE (OFFICERS) AND EXECUTIVE COMMITTEE 

1. The Voting Members at each second annual meeting commencing in 2014 shall elect from their ranks a minimum of 6 and a maximum of 8 Directors who shall hold office for two years. Directors shall be eligible for re-election for a total of three terms (six years). The Directors shall constitute the Executive Committee. 

2. The Directors shall hold a meeting within 30 days of their election, appoint officers from the committee to serve as President, Vice President, Secretary and Treasurer and notify members of the appointments. 

3. The Executive Committee may appoint from the Voting Members, additional directors to bring the total up to eight (8). 

4. In the event an Officer or Director leaves the position prior to the completion of the full term of office, the remaining members of the Executive Committee are empowered to appoint a replacement to complete the term. Any such broken term shall not be counted towards the limit of four years in succession. 

V  MEETINGS 

1. The annual meeting shall be at the call of the President or delegate and shall take place each year between June 20 and September 10. Additional meetings may be held as required at the call of the President or delegate. 

2. Each meeting shall take place upon formal notice to each Full Member and Associate member sent by any form of mail as deemed appropriate by the Executive Committee not less than fourteen (14) days in advance of such meeting. 

3. A quorum at any meeting shall be 24 Voting Members. 

4. At any meeting a motion requires a favourable majority of the votes cast for approval, except for changes to the Constitution and by-laws which require two-thirds of the votes cast for approval. 

5. In the event of a tie vote at any meeting, the President or Chairperson shall cast the deciding vote. 

VI  OPERATIONAL PROCEDURES 

1. The Treasurer shall be the chief financial officer of the Association; all expenditures other than normal routine expenses shall be authorized by the Executive.  Any cheques written on behalf of the Association will require the signature of the Treasurer and one other Officer. 

2. The Constitution allows for by-laws to govern specific operational procedures of the Association. A by-law shall only be made by a resolution approved at an annual meeting of which the preceding notice to each Full Member includes notice of the proposed by-law. 

3. The amendment of the Constitution shall only be made by a resolution approved at an annual meeting of which the preceding notice to each Full Member includes notice of the proposed amendment. 

BY-LAWS 

BY-LAW #1 

ENVIRONMENTAL PROTECTION FUND USE AND ADMINISTRATION 

1. The Fund is to provide moneys above and beyond those available from the Association’s general operating account for the ongoing protection of the the environment of Desert Lake from the adverse effects of pollution and of major changes in land and water use in the vicinity of Desert Lake. Note: A major change could include further commercial or industrial zoning, or large scale residential use such as housing subdivisions, condominiums and trailer parks such as to reduce the enjoyment of the lake by Association members, or to constitute a threat to the existence of fish, wildlife or plant life in the vicinity of the lake. 

2. The Fund shall be maintained and managed by the Association’s Executive Committee. The Treasurer shall set up and maintain accounts for the Fund. 

3. The Treasurer shall invest moneys from the Fund in low risk, interest bearing securities such as Treasury Bills, Guaranteed Investment Certificates, Federal and Provincial Bonds and Money Market Funds. The Treasurer shall report on such investment to the members of the Association at its annual meeting, and from time to time as appropriate to the Executive Committee at its meetings. 

4. The Treasurer shall maintain a list of members who contributed to the Fund, the amount and date of contribution. 

5. Expenditures shall be made only upon the recorded approval of the Executive Committee. Commitment of moneys in amounts greater than five thousand dollars ($5,000) in total for any specific issue must be approved by the membership of the Association. Such approval may be gained by either:
   (a) a majority vote of Voting Members at a general meeting of the Association, or by
   (b) a majority vote of mailed-in ballots after all Full Members have been notified and given reasonable time to vote.  A majority may be established only upon receipt of a minimum of twenty-four (24) ballots from Voting Members within the given time to vote. 

6. Expenditures shall be limited to the payment of fees and other documented expenses related to professional consultations and reports requested by the Association to support:
   (a) preparation of presentations by Association members or their delegate,
   (b) attendance at meetings by Association members or their delegate, or
   (c) court, Ontario Municipal Board and similar appearances by Association members or their delegate.   

7. The Fund is to support and not to substitute for volunteer work by Association members. 

8. The fund is not to be an encouragement for automatic opposition to development in the proximity of the lake. The Executive Committee must declare any specific issue to be a serious and clear threat to the lake environment before action by the Association is eligible for financial support from the Fund. 

9. The Executive Committee shall report to the Association at its annual meeting on any action it has taken in the foregoing year. 

10. The Executive Committee may, at its discretion, propose to the Association for its approval that further moneys be raised for the Fund. Such a proposal and its approval or rejection maybe made either in writing or at the annual meeting of the Association.  The amount and manner of raising the money shall be a part of the proposal. 

11. The Fund may be wound up at any time upon the recommendation of the Executive Committee and approval of two-thirds of Voting Members at the annual or other meeting of the Association. The Executive Committee shall:
    (a) make every reasonable effort to locate the original contributors.
    (b) divide the moneys within the fund pro-rata and distribute them to those original contributors who can be located. One year after the Association's decision to wind up the Fund, if any portion of the Fund remains that is due to an original contributor who cannot be located such portion shall be donated to an environmental organization chosen by the Executive Committee. 

12. In the event the Association is disbanded the Fund shall be wound up and the moneys returned to the contributors as in Clause 11. 

BY-LAW #2

INDEMNITY OF OFFICERS AND DIRECTORS 

1. All masculine terms or pronouns in this by-law shall apply equally to both genders. 

2. Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their heirs, executors and administrators, and estate and effects, respectively, shall, from time to time, and at all times be indemnified and saved harmless out of the funds of the corporation 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 for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him in or about the execution of the duties of his office; and
   (b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default. 

3. Further, no Officer or Director for the time being of the Corporation 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 any act for conformity or for any loss, damage, or expenses happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person, firm, or corporation with whom or which any monies, securities, or effects shall be lodged or deposited for any loss, damage, or misfortune whatsoever which may happen in execution of the duties of his respective office or trust or in relation thereto unless the same shall be by or through his own willful act or through his own willful neglect or default. 

4. The Officers and Directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done, or entered into in the name or on behalf of the corporation except such as shall be submitted to and authorized or approved by the Executive Committee. If any Director or Officer of the Corporation shall be employed by or shall perform services for the 

Corporation otherwise than as a Director or Officer or shall be a member of a firm, or shareholder, director or officer of a company which is employed by or performed services for the Corporation, the fact of his being a Director or Officer of the Corporation shall not disentitle such a director or officer of such firm or company as the case may be from receiving proper remuneration for such services.

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