THE SOUTH CHANNEL ASSOCIATION

THE SOUTH CHANNEL ASSOCIATION

CONSTITUTION AND BY-LAWS

(as amended by membership on August 2, 1998)

Interest Section 1 - Geographic Area of Interest

The South Channel Association will concern itself with and seek members from the general area of the South Channel, from the Swing Bridge at Rose Point, Parry Sound, Ontario, to the approx-imate northerly interest of the San Souci and Copperhead Association (approximately Amanda Island).

Section 2 - Objectives

The objectives of the Association are:

(a) To advance, promote and protect the individual rights and privileges and common interests, proprietary and otherwise, and the welfare of the cottage owners of the area, and, in that regard, to concern itself with the actions by any government body, corporation or individual which may directly or indirectly affect the area of interest;

(b) To advance, promote, maintain and sponsor the preservation, conservation, restoration and protection of the natural and scenic beauty, fish and wildlife and water quality of the area;

(c ) To advance, promote maintain and sponsor conditions of health, sanitation, pollution control, safety and security in the area;

(d) To advance, promote, maintain, and sponsor various recreational attributes of the area, including, without limitation, fishing and hunting;

(e) To receive, acquire gifts, donations, devises and bequests and to hold or disburse them to further the objectives of the Association.

Section 3 - Fiscal Year

The fiscal year of the Association will be the calendar year.

Section 4 - Membership

There shall be two classes of membership to consist of the following:

(a) Family Membership - voting privileges to two persons, both of whom have attained the age of 18 years and who, by payment of the annual membership, are enrolled in the Association. Receipt of the Association newsletter to one address.

(b) Honorary Life Membership- to be awarded to those persons who have made an outstanding contribution to the causes of the Association and for which no dues shall be payable The Honorary members shall enjoy all privileges of the Association including the right to vote at meetings of the members and receipt of the Association newsletter.

Section 5 - Term of Membership

The annual term of membership shall be from January 1 to December 31.

Section 6 - Membership Dues

(a) The dues of the Association shall be payable annually for the current year;

(b) the dues paid by a new member in the year in which he/she becomes a member shall be considered as having been paid for that calender year only;

(c ) The annual membership dues shall be those as determined by the majority of Members present and voting at the Annual Meeting of Members in each year, but in no call shall be less than $48.00 for Active Family Membership.

(d) A proposal for a change in dues shall be indicated in the notice of the annual meeting. This proposal shall be presented and voted on by the members at the annual meeting; if passed, such increase becomes effective in the next following year.

Section 7 - Notice of Meetings

The notice of the annual meeting shall be given by letter mailed to each member at his/her last known address as it appears in the records of the association. The notice must specify the date, time, and place of the meeting, state the purpose of the meeting and must be given not less than one (1) month but no more than two (2) months before the date fixed for the meeting.

Section 8 - Quorum

A quorum for the transaction of business at any annual general or special meeting shall be 10% of the members entitled to vote thereat.

Section 9 - Voting

(a) Up to two (2) persons holding an Active Family Membership under the provisions of section 4(a) shall be entitled to one (1) vote for each person present at the Meeting of the Members;

(b) All persons enrolled as Honorary Life members under the provisions of section 4(b) shall be entitled to one (1) vote at all meetings of the members.

(c ) The voting rights of Members shall be restricted in that only those Members who are not in default in payment of their annual membership dues at the commencement of any meeting of the Members, shall be entitled to vote.

(d) Prior to each meeting, the Secretary of the Association shall present to the Executive Committee a list of names of all Members whose dues are paid for the current year, and shall include on such list the names of all Honorary Members;

(e) Voting on all matters presented at the annual meeting or at a general meeting shall be by show of hands unless a majority of members present in person wish a secret ballot. Subject to subsection (f) all questions shall be determined by simple majority of the votes cast. A tie vote shall be deemed to defeat the motion;

(f) This constitution may only be amended by a three-quarters affirmative vote of the members present and entitled to vote at any meeting of the Association, provided that a copy of the proposed amendment shall have been sent to each Member with the notice of the Meeting at which it is to be considered;

(g) Any voting Member unable to attend a designated regular or special meeting may, by way of written proxy, authorize another voting member to vote on his/her behalf on any or all matters considered at such meeting.

Section 10 - Meetings

(a) The annual meeting of the Association shall be held at such place within Ontario, on such day and at such time in year as the Executive Committee may from time to time determine, to consider the annual report, to carry out such business as may come before it, to appoint auditors for the year, and to elect the Executive Committee.

(b) The Executive Committee shall also have power to call, at any time, a special general meeting of the members to be held at such place within Ontario, on such day and at such time as may be determined by the Executive Committee.

(c ) One -third of the members of the Association who are in good standing may requisition the Executive Committee to call a general meeting of the members for any purpose that is connected with the affairs of the Association. The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitionists and mailed to or deposited with one of the officers of the Association. Upon deposit of the requisition, the Executive Committee shall forthwith call a general meeting of the members for the transaction of the business stated in the requisition. If the Executive Committee does not, within 45 days from the date of the deposit of the requisition, call and hold the meeting, any of the requisitionists may call the meeting. A meeting called under the provisions of this subsection shall be called as nearly as possible in the same manner as meetings of members are called under Section 7.

Section 11 - Executive Committee

(a) Eight (8) members shall be elected as directors to form the Executive Committee. The membership shall be asked to nominate members for the Executive Committee. Nominations made in writing and submitted to the Nominations Committee by a date prior to the date of the annual general meeting must be accompanied by the written consent of the member nominated. Nominations may also be made from the floor at the annual general meeting , provided that the member so nominated has signified his consent to act, in writing, or, if present, orally. Each director shall be elected for a term of two years. A Nominating Committee, made up of the immediate past President, President, and one other Executive Committee Member, to be appointed by the Executive Committee, will ensure that all directorships are filled and that an election takes place.

(b) The Executive Committee shall appoint from among its members a President, a Vice-President, and a Secretary-Treasurer (or a Secretary and a Treasurer) to act as officers of the Association. All officers shall be eligible for re-election at the expiration of their term of office. Vacancies during a current term may be filled by a Presidential appointee, provided, however, that if the vacancy shall be in the office of the President, the Vice-President shall assume that office, and him/herself appoint a replacement for the office of Vice-President.

(c ) The Executive Committee are to be compensated for out of pocket expenses incurred in the operation of the Association.

Section 12 - Meeting of the Executive Committee

(a) Two-thirds of the members of the Executive Committee, present and in good standing, shall constitute a quorum for the transaction of business.

(b) The Executive Committee may hold its meetings at such place as it determines. Meetings may be called by the President, or the Vice-President when acting on behalf of the President, or by the Secretary under the direction and at the request in writing of two members of the Executive Committee. Any notice of such meeting shall be sent by paper mail, electronic mail, delivered or faxed in each case to either the summer or winter address of the recipient or telephoned not less than ten (10) days before the date of the meeting. A meeting may be held immediately after the annual or any special general meeting of members without notice. Any business, either specific or general, may be considered, transacted or carried out at any meeting.

(c ) All questions considered at a meeting of the Executive Committee shall be decided by a majority vote. In the event of a tie vote, the question considered shall be deemed to have been defeated.

Section 13 - Powers and Duties of the Executive Committee

The Executive Committee shall act for the Association in matters between meetings except in such cases as may, by motion under the provisions of this constitution, be considered only by Association as a whole at either regular or special meetings. The Executive committee shall have the power to conduct all the business of the Association on a day to day basis, to appoint committees to deal with specific programmes, to establish all policies of the Association, to conduct meetings and programmes of the Association and to act on any and all business of the Association. It shall further have the power to enact, from time to time, rules and regulations for the operation and management of the Association, provided that all such rules and regulations, and any amendments thereof, shall be submitted to the next general meeting for ratification by the membership, and if not there accepted, shall be considered null and no effect.

Section 14 - Duties of the Officers

The President of the Association shall:

(a) Preside at the meetings of the Association and of the Executive Committee;

(b) Call meetings of the Executive Committee and special meetings of the Association whenever he/she may deem it necessary;

(c ) Designate the chairperson of all committees from among the members of the Executive Committee except when otherwise provided;

(d) Be a member, ex-officio, of all committees.

The Vice-President of the Association shall:

(a) Assist the President in the performance of his/her duties;

(b) Preside at all meetings in the absence of the President, and perform all the functions of the President in his/her absence;

(c ) Be a member, ex-officio, of all committees.

The Treasurer of the Association shall:

(a) Keep a record of all financial transactions of the Association and of the Executive Committee;

(b) Notify all members of annual dues before the annual meeting;

(c ) Collect and deposit in an authorized bank all monies due to the Association;

(d) Disburse funds and report disbursements and receipts at each business meeting;

(e) Keep an accurate account of monies received and expended in a book provided for this purpose;

(f) Submit to the members at each annual meeting a written report of the financial affairs of the Association for the previous year;

(g) Invest funds of the Association in a manner approved by the Executive Committee;

(h) Promptly turn over to his/her successor all funds; securities and property in his possession, of whatsoever nature, that belong to the Association.

The Secretary of the Association shall:

(a) Take charge of and conduct the correspondence of the Association and keep copies of all official letters and replies;

(b) Keep a roll of all members of the Association and their addresses;

(c) Notify all members of the time and place of meeting by mailing notice not less than thirty and not more than sixty days before such meeting;

(d) Notify officers, members of the committees, and others, of their election or appointment;

(e) Promptly turn over to his/her successor all correspondence and properties in his/her possession, of whatsoever nature, that belong to the Association;

(f) Keep minutes of all Executive Committee and Association meetings in a book provided for this purpose;

(g) Read the minutes of the previous meeting and have them approved.

Section 15 - Signatures on Cheques and Documents:

All official documents and papers to be executed on behalf of the Association shall be signed by any two of the signing officers as designated in writing by the Executive Committee. All Cheques, notes, or other negotiable instruments, shall be signed by the Treasurer and one of the above-named signing officers.