THE ONTARIO ROAD BUILDERS’ ASSOCIATION
1. There shall be three classes of membership in the Association, namely active members, associate members and honorary members.
2. Active membership shall be limited to individuals and business organizations, whether incorporated or unincorporated, actively engaged in Ontario as contractors in the construction, maintenance and/or design-build of roads, streets, highways, bridges, viaducts, sewers and watermains, excavations, airports and other heavy construction.
3. Associate membership may be extended to individuals and business organizations whether incorporated or unincorporated actively engaged in Ontario as suppliers of services, machinery, equipment or supplies to members.
4. Honorary membership may be extended to any person, association or corporation not qualified for active membership, in recognition of distinguished service in the field of road construction.
5. In these By-Laws the word “member” is used to denote an active member, and the word “membership” is used to denote active membership.
6. Membership in the Association, whether active, associate or honorary, shall not be transferable.
7. Annual dues for the time being in effect shall be due and payable by each member and associate member within thirty days after date of his admission and thereafter within thirty days after the commencement of each fiscal period of the Association. Assessments shall be due and payable on the day for payment, of which notice shall have been given by the Secretary. A member or associate member may terminate his membership by written resignation submitted to the Secretary and accepted by the Board of Directors or by the Management Committee upon payment of all annual dues and assessments due and payable for the year in which the resignation is to take effect.
8. Any member or associate member who is sixty days in arrears in the payment of any annual dues or assessment shall cease to be a member in good standing, but shall be reinstated upon the payment of all unpaid annual dues and assessments within a further period of thirty days.
A member or associate member who is in arrears in the payment of any annual due or assessment for more than ninety days shall, at the discretion of the Management Committee, automatically forfeit his membership or associate membership but shall remain liable for all unpaid dues and assessments.
9. (a) The Board of Directors may, in their discretion, suspend or cancel the membership of any member who has been guilty of conduct prejudicial to the objects of the Association or of continued breach of the constitution or By-Laws, or who has been convicted of a serious criminal offence before a court competent jurisdiction, or may reprimand or censure such member.
(b) The Board of Directors shall not take any such action until after a complaint in writing has been filed with the Secretary, and a copy forwarded to the member accused who shall be given the opportunity of submitting evidence in his defense in such a manner as the Board of Directors shall subscribe and the Directors shall not cancel a membership except on a two-thirds vote of the Directors present at a meeting called to consider the matter at which meeting the accused member may appear to give evidence on his behalf.
No action shall be brought against the Association or against any director or officer thereof for anything done pursuant to this paragraph 9 of Article 1.
1. The affairs of the Association shall be conducted by a Board of eighteen Contractor Directors and three Associate Directors of whom eleven shall constitute a quorum.
2. Each Director shall be a member of the Association in good standing or an employee of a business organization incorporated which is a member in good standing.
3. At the Annual Meeting six Contractor Directors shall be elected for a term of one year and four Contractor Directors shall be elected each year for a term of three years, all in the manner prescribed. As well, three Associate Directors shall be elected, each for a term of one year. Three active Past Presidents must be on the Board at all times. Retiring Directors shall be eligible for re-election if otherwise qualified.
(a) The Board may at its option appoint a maximum of two additional Contractor Directors for a period not exceeding one year.
4. A casual vacancy on the Board of Directors may be filled by appointment of the Board and the Director so appointed shall hold office for the un-expired term of the vacating Director.
5. A director shall cease to hold office as such:
(a) If he ceases to be a member of the Association or if he ceases to be a person nominated to represent a member of the Association;
(b) If he becomes bankrupt or of unsound mind; (c) If he fails to attend at least five meetings of Directors in any calendar year and in the absence of a reasonable explanation for such failure satisfactory to the Management Committee.
6. Meetings of Directors may be held at any time and at any place at least two days’ notice by telephone, electronic mail or fax or four days’ notice given by post to each of the Directors. Meetings of the Directors may also be held without formal notice if all of the Directors are present or if those absent waive their right to notice and consent to the holding of the meeting.
7. All questions at meetings of Directors shall be decided by a majority vote, each Director present having one vote.
In the event of an equality of votes, the chairman of the meeting shall have a second vote in addition to his vote as a Director.
8. Where more than one Director is affiliated with one member company, or member companies under common ownership and/or control, those Directors shall be entitled a total of one vote on all matters considered by the Board. In no case may more than two Directors from the same member company, or companies under common ownership and/or control hold a seat on the Board at the same time.
9. The Directors shall not be entitled as such to any remuneration for their services but they may be reimbursed for their traveling or other expenses incurred on the business of the Association.
1. The Officers of the Association shall be a President, First and Second Vice President and an Executive Director.
2. The President and the Vice Presidents shall be elected annually by the Directors from among their number and such election shall be by ballot at the request of a majority of the Directors present. All other Officers shall be appointed by the Directors upon such terms and conditions as the Directors may from time to time determine, and may, but need not be, members of the Board.
3. The President shall be the chief executive of the Association. He shall, if present, preside at all general meetings of the Association and at all meetings of the Directors.
The First Vice-President shall, in the absence of the President, act in his place.
4. The Executive Director shall have full authority to manage and direct business and affairs of the Association except in such matters and duties as by law must be transacted by the Directors, subject always to the general specific instructions of the Directors. The remuneration of the Executive Director shall be fixed by the Directors and in addition to his remuneration, the Executive Director shall be entitled to all out-of-pocket disbursements and expenses properly incurred by him in or about the execution of his office
The Executive Director shall also serve as the Secretary of the Association and shall record in permanent form the proceedings of all meetings of the Association and of the Directors, and shall perform such other duties as may be assigned to him from time to time by the Directors. He shall have custody of the Seal, and keep a proper record of the membership and such other records and books of accounts as may be necessary to record suitably the business of the Association. He shall when necessary certify under the Corporate Seal or otherwise, documents issued by the Association.
The Second Vice-President shall serve as Treasurer. He shall be the custodian of all monies of the Association. He shall deposit all monies belonging to the Association in such bank or banks as the Directors shall direct.
He shall keep correct accounts of all bills, orders or demands, and make all disbursements authorized by the Directors. He shall render a true and complete report of the financial condition of the Association at each annual Meeting and to the Directors whenever requested. His books and accounts shall at all times be open to inspection by any member of the Board of Directors and by the auditors. He shall give bond for the proper performance of his duties in such amount and with such surety as the Directors may require the premium on such bond to be paid by the Association. He shall deliver over to his successor in office all monies, books, documents, vouchers and any other property belonging to the Association in his possession for which he may be accountable.
7. The President and Vice Presidents shall not be entitled to any remuneration for their services as officers but they may be reimbursed for their traveling and other expenses incurred upon the business of the Association.
All other officers and employees of the Association shall be paid such remuneration as the Directors shall from time to time determine.
8. Any officer who is also a Director of the Association may be removed from office by a resolution passed by at least a two-third majority at a meeting of the Directors duly called to consider such resolution. Any other officer may be removed from office at any time by resolution of the Directors.
1. Management Committee
(a) The Directors may appoint from their number a Management Committee consisting of the President, the First and Second Vice President and the immediate active Past President. The Directors may also appoint an additional Past President to serve on the Management Committee for a term of one year, which is renewable.
(b) The Directors shall fill vacancies in the Management Committee by appointment and at all times it shall be the duty of the Directors to keep membership of such Committee complete.
(c) During the intervals between the meetings of the Directors, the Management Committee shall possess and may exercise (subject to any regulations which the Directors may from time to time make) all the powers of the Directors in the conduct of the affairs of the Association (save and except any such acts as must by law be performed by the Directors themselves) in such manner as Management Committee shall deem best in the interests of the Association. All action by the Management Committee shall be reported to the Directors at their meeting next succeeding such action and shall be subject to revision or alteration by the Directors, provided that no acts or rights of third parties shall be affected or invalidated by any such revision or alteration.
(d) The Management Committee shall fix its own rules of procedure from time to time and shall meet where and as provided by such rules, but in every case the presence of a majority of the members of the Management Committee shall be necessary to constitute a quorum.
(e) The President of the Association shall be ex-officio Chairman of the Management Committee and unless otherwise ordered by the Management Committee the Executive Director of the Association shall be the Secretary of the Management Committee.
(f) The Members of the Management Committee shall not be remunerated for their services but shall be entitled to be reimbursed their out-of-pocket expenses.
2. Other Committees
Committees may be constituted from time to time by the Board of Directors in its discretion for any purpose that the Board of Directors deems advisable. The chairmen of Committees so constituted should be a Director and members must be representatives of active or associate member firms.
1. The Annual Meeting of the Association shall be held at such time and place in each year as the Directors shall determine. Notice of the meeting shall be sent by ordinary post, electronic mail or fax to each member of the Association at least thirty days prior to the date of the meeting.
2. A Semi-Annual Meeting of the Association may be held at such place and at such time, being not less than four months or more than eight months after the date of the past preceding Annual Meeting in each year as the Directors shall determine. Special General Meetings may be held at any time and place at the call of the President or by Resolution of the Directors or on a written request signed by not less than twenty members delivered to the Secretary and stating the purpose for which the Special General Meeting is to be held. Notice of such meeting shall be sent by ordinary post to each member of the Association at least fifteen days prior to the date of the meetings and such notice shall state the purpose for which the meeting is called.
3. At all general meetings of the Association the presence in person or by proxy of at least twenty-five percent of the members of the Association entitled to vote at the meeting shall constitute a quorum.
4. At all general meetings of the Association each Active Member in good standing shall be entitled to one vote. Votes may be given either in person or by proxy. Associate and Honorary members shall not be entitled to vote at any meetings of the Association.
5. All questions at general meetings shall be decided by majority vote unless by law or by the By-Laws of the Association a greater majority is required. In the event of an equality of votes the Chairman of the meeting shall have a second vote. Except for the election of Directors, votes need not be by ballot but a vote by ballot shall be taken on any question if demanded by at least ten percent of the members present or represented at the meeting. All votes by ballot shall be taken in such manner as the Chairman shall direct.
Election and Removal of Directors
1. The Nominating Committee of the Association shall be the Management Committee. The Immediate Past-President shall be the chairman of the Nominating Committee.
2. The Nominating committee shall prepare a list of nominees, pursuant to Article II, Section 3, and including the eight Directors still serving their terms of office. The list shall be submitted to the Directors not later than the fifteen days prior to the date of the Annual Meeting.
3. At the Annual Meeting the nominees for Directors as named by the nominating committee and as approved or amended by the Directors shall be nominated for election and there shall be nominated such other members, notice of whose nomination shall be given to the Secretary in writing signed by two members not less than fifteen days before the date of the Annual Meeting.
Past-Presidents who are still active in the road building industry, in the employ or as owners of a member company, shall be entitled to attend meetings of the Directors and to receive minutes of Directors’ meetings. Past-Presidents attending Directors meetings who are not duly elected Directors shall not have a vote on matters determined by the Directors.
Auditors and Accounts
1. The accounts of the Association shall be audited each year by an auditor or auditors appointed by resolution of the members at each annual Meeting.
2. The fiscal year of the Association shall terminate on the 31st day of December in each year. A balance sheet as of the end of the preceding fiscal year and a statement of revenue and expenditure for such year together with the report of the auditors thereon shall be presented to each Annual Meeting.
Enactment, Amendment and Repeal of By-Laws
1. By-Laws may be enacted only by the Directors and the Directors may from time to time repeal, amend or re-enact by-laws but every such by-law and every repeal, amendment or re-enactment thereof unless in the meantime sanctioned at a general meeting of the Association duly called for that purpose shall only have force until the next Annual Meeting of the Association and in default of confirmation thereat shall at and from that time cease to have force.
Provided that any by-laws authorizing the Directors to borrow money upon the credit of the Association or do any of the other things permitted by Section 78 of the Companies Act, shall have no force or effect until sanctioned by at least two-thirds of the votes cast at a special general meeting of the Association duly called for considering the by-law.
Fees and Amendments
1. The annual fees and all other fees and assessments payable by members and associate members shall be recommended by the Management Committee and approved by the Directors.
Representation of Membership
1. Business organizations, whether incorporated or unincorporated, being members of the Association shall be represented by one or more proprietors, or partners in the case of unincorporated organizations, and by one or more employees in the case of incorporated organizations at all meetings of the Association and such representative shall be entitled to vote as a member of the Association or to be elected as Director from any such business organization. Each such organization shall forward to the Secretary the names of such persons as are from time to time authorized to represent in person or by proxy the organization and shall state the priority of such representation where more than one such representative is authorized.
Cheques, Drafts and Notes
1. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the Association and in such manner as the Board of Directors may from time to time designate.
Contracts, documents or any instruments in writing requiring the signature of the Association may be signed by any two of the President, the Vice-President and the Executive Director, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors may from time to time by resolution appoint any officer or officers, person or persons, on behalf of the Association either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.
The Corporate Seal of the Association may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or signed by any officer or officers, person or persons, appointed by resolution of the Board of Directors.
The terms “contracts, documents and instruments in writing” as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immoveable or moveable agreements, releases, receipts, and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.
Investment of Funds
1. Monies surplus to those required for operating the Association and its approved programs shall be invested in instruments that offer guaranteed interest and which present no risk of loss of any of the principal amount invested.
2. Investments shall be directed by the Management Committee, according to the rules set out in this By-Law, and shall be managed by the Executive Director.
3. All investments shall be in the form of fixed income securities guaranteed by the following, as long as their rating, as per Canadian Bond Rating Service or Dominion Bond Rating Service, remains Double A or higher: Government of Canada, Government of Ontario, Bank of Nova Scotia, Toronto Dominion Bank, Canadian Imperial Bank of Commerce, Bank of Montreal or Royal Bank of Canada.
4. Short term investments shall be in the form of Money Market instruments such as, but not limited to, GICs, Bankers Acceptance and Treasury Bills. Longer term investments may be in the form of, but not limited to, bonds, strip bonds and coupons.
5. The only exception to the policy above is investment in real property which is permissible when the property is used as the principle place of business of the Association.
Deviations from this policy are permitted only by a majority vote of the Board of Directors.
Protection and Indemnities to Directors and Officers
1. Every Director or Officer of the Corporation and the heirs, executors and administrators and, estate and effects, respectively of such Director or Officer 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 or Officer may sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against such person, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such person in or about the execution of the duties of the office;
(b) all other costs, charges and expenses which such person may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such person’s own willful neglect or default.
2. No Officer or Director 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 other act of conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom any monies, securities or effects of the Corporation shall be deposited, or for any loss, conversion, misapplication or misappropriation of or damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation or for any loss occasioned by any error of judgment or oversight on such person’s part or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the office or in relation thereto unless the same shall happen by or through such person’s own willful neglect or default.
The Directors may rely upon the accuracy of any statement or report prepared by the Corporation’s auditors and shall not be responsible or held liable for any loss or damage resulting from any actions based upon such statement or report.
The Board of Directors of the Corporation is hereby authorized from time to time to cause the Corporation to give indemnities to any Director or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and to secure such Director or other person against loss by mortgage and charge upon the whole or any part of the real and personal property of the Corporation by way of security. The Board of Directors is hereby authorized to cause the Corporation to purchase Directors’ insurance in such form and in such amount as the Board of Directors under the paragraph shall not require approval or confirmation by the members.