IPOANS By-Laws 2019

Article 1 - Definitions

1.0 In these By-Laws:

(a) “Association” means Investment Property Owners’ Association of Nova Scotia Limited.

(b) “Directors” means the Board of Directors of the Investment Property Owners’ Association of Nova Scotia Limited.

(c) “Active Member” means any Member of the Association whose membership is paid in full and in good standing with the Association.

(d) “Corporate Member” is an individual, partnership, corporation or any other legal entity owning or operating residential investment property in the Province of Nova Scotia and deriving income therefrom. Corporate Members shall own and/or manage a minimum of one hundred (100) residential units in the Province of Nova Scotia. Corporate Members may be admitted to the Association upon approved application.

(e) “Regular Member” is an individual, partnership, corporation or any other legal entity owning or operating residential investment property in the Province of Nova Scotia and deriving income therefrom. Regular Members shall own less than one hundred (100) residential units in the Province of Nova Scotia. Regular Members may be admitted to the Association upon approved application.

(f) “Associate Member” is an individual, partnership or corporation who supplies goods and/or services to Corporate and Regular Members. Associate Members may be admitted to the Association upon approved application.

(g) “Not-for-Profit Member” is an organization owning or operating residential property in the Province of Nova Scotia that does not earn profits for its owners. All of the money earned by or donated to a not-for-profit organization is used in pursuing the organization’s objectives and keeping it running.

(h) “Voting Member” means any Corporate or Regular Member whose Membership is in good standing shall at all meetings of Members be entitled to one vote and may vote by proxy.

Article 2 – Head Office

2.0 The Head Office of the Association shall be in the City of Halifax, in the Province of Nova Scotia, at such place therein as the Board of Directors (hereinafter called the “Board”) may from time to time determine.

Article 3 - Seal

3.0 The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Association.

Article 4 - Aims, Objectives and Purposes

4.0 The aim and purposes of the Association shall be:

(a) To do all the things necessary to promote interest in residential investment real estate in all its aspects and to advance and improve relations of the members of the Association with the public;

(b) To provide a means of exchange of business information with and among Members of the Association;

(c) To provide a unified voice for investment property owners, to make representations to legislative and civic bodies on proposed and existing legislation to ensure that investment property owners are fairly and properly represented;

(d) To provide, as seen fit, a staffed office to disseminate such information and to do such negotiation as may be required by the Association and to authorize and vote for such expenditures as may be necessary with such operation;

(e) To provide information seminars and bulletins, as may be requested by the Board of Director and/or Members, from time to time, to better enable the operation of the individual members’ business according to sound business and accounting principles;

(f) To provide educational courses, workshops and literature of property management and property law to improve the knowledge of those with interest in the residential rental accommodation industry.

(g) To provide service to Members for any other matters, which may be pertinent to the business operation of the members, as may be requested and passed by a majority vote by the Board of Directors and/or Voting Members;

(h) To raise and maintain the ethical standards of investment property owners in the Province of Nova Scotia;

4.1 The Association may, from time to time, by resolution passed by a majority of its members entitled to vote, present in person or by proxy at any meeting of members of the Association, of which proper notice has been given, adopt any regulations not inconsistent with these By-laws.

Article 5 - Privileges and Obligations of Members

5.0 Privileges and Obligations of Members of the Association shall be:

(a) Where an Active Member is a partnership or corporation such firm shall advise the Secretary, in writing, of the voting representative of such firm and such voting representative, only, shall have the right to exercise the voting privileges such Active Member is hereinafter referred to.
(b) Only Active Members and voting representatives of Active Members, whose membership dues are paid in full, shall be entitled to be elected Directors or Officers of the Association.
(c) All Members shall be subject to these By-laws and the regulations of the Association apply to them. Active Members, as a condition of membership, shall require all individuals employed by them to comply with these By-laws and the regulations of the Association. Active Members shall be responsible for and subject to the disciplinary provisions of these By-laws for the acts of their employees while acting in the scope of such employee’s employment.
(d) Every Member shall carry on his business in a reputable and ethical manner.

Article 6 – Board of Directors

6.0 The affairs of the Association shall be managed by a Board of Directors of no less than seven (7) and not more than twelve (12) Directors, each of whom shall be elected until the end of their term, at which time the term of the office shall terminate, or until a successor has been duly elected and qualified.
At each Annual Meeting seven (7) Directors shall be elected for a three (3) year term with the maximum number of Directors being twelve (12). The Board shall, at all times, be represented by no more than one (1) Associate Member of the Association and no more than two (2) employees of the same Corporate or Regular Member company or related companies may be elected or appointed to serve on the Board of Directors at any time during the term of office.

6.1 Only Active Members or their voting representatives may be elected Directors of the Association.

6.2 The election may be by show of hands at a meeting of the Members unless a poll or ballot is conducted by the Association, or demanded by any Member.

6.3 The office of a Director of the Association shall be vacated if such Director:
(a) becomes bankrupt or is declared insolvent,

(b) becomes of unsound mind,

(c) has been convicted of a criminal offense, fraud or negligence,

(d) resigns office by notice in writing to the Association,

(e) ceases to be a Corporate, Regular or Associate Member of the Association,

(f) has been absent, without being excused by resolution of the Board, from four (4) consecutive meetings of the Board, or

(g) demonstrates such unprofessional conduct that violates the Association’s Code of Conduct and/or is deemed to be embarrassing to the Association or impairs the Association’s brand.

6.4 Any vacancy occurring among the Directors may be filled by the Directors, but any person so chosen shall retain office only so long as the vacating Director would have held the same, if no vacancy had occurred.

6.5 The Members of the Association may, by resolution passed by the majority of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any Director before the expiration of such Director’s term of office, and may, by majority of the votes cast at that meeting, elect any qualified person in the stead of such Director for the remainder of the term.

6.6 No employee of the Association may be a Director.

Article 7– Vacancies, Board of Directors
7.0 Provided that a quorum of Directors remains in office, vacancies on the Board, however caused, may be filled by the Board from among Members of the Association, if the Board sees fit to do so. The Board of Directors may appoint up to three (3) additional Directors during the term of office for a period up to the next Annual Meeting.
Article 8 - Election and Term of Director

8.0 At each Annual Meeting of the Members, any Directors nominated for election shall be elected each for a term of three (3) years to hold office until the third Annual Meeting of the members next following their election and until their successors have been duly appointed.

8.1 The election of Directors may be by a show of hands unless a poll or a ballot is demanded by any Voting Member.

8.2 The Voting Members of the Association may, by resolution passed by a majority of the votes cast at a general meeting, of which notice specifying the intention to pass such a resolution has been given, remove any Director before the expiration of such Director’s term of office and, may, by majority of the votes cast at that meeting, elect any qualified person in the stead of such Director for the remainder of the term.

Article 9 - Quorum and Meeting of Board of Directors

9.0 Fifty percent (50%) of the number of Directors shall form a quorum for the transaction of business.  A Board consisting of twelve (12) Directors shall require six (6) Directors to form a quorum.   Except as otherwise required by law, the Board may hold its meetings at the Head Office of the Association or at any such place or places as it may, from time to time, determine.  No formal notice of any such meeting shall be necessary if all the Directors be present, or if those absent have communicated their consent to the meeting being held in their absence.  Meetings of the Board may be formally called by the President, a Vice-President or by any two Directors or by the Secretary on direction from any of the foregoing.  Notice of such meetings shall be delivered, telephoned, emailed or mailed to each Director not less than five (5) days before the meeting is to take place.  The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.  The Board may appoint a day or days in any month or months for regular meetings, at an hour to be named, and of such regular meetings no notice need be sent.  Regular Board meetings shall offer the option of remote attendance.  A meeting of the Board may also be held, without notice, immediately following the annual meeting of the Association.  The Board may consider or transact any business, either special or general, at any meeting of the Board.

9.1 The Board must hold four (4) quarterly meetings, annually, in addition to the Annual General Meeting (AGM).  All other meetings, at the discretion of the Board, shall be considered “Special”. 

9.2 “Special” Meetings may be requested by Active Members.

Article 10 - Errors in Notice, Board of Directors

10.0 No error or omission in giving such notice for a meeting of the Board shall invalidate such meeting or invalidate or make void any proceedings taken or had at such.  Any Director may, at any time, waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

Article 11- Voting, Board of Directors

11.0 Every Director is entitled to one vote at a meeting of the Board.  Questions arising at any meeting of the Board shall be decided by a majority of votes cast by the members of the Board.  In case of equality of votes, the Chairperson of the meeting shall have a second or casting vote.  All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent.  A declaration by the Chairperson of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number of proportion of the votes recorded in favor of or against such resolution.  In the absence of the Chair the duties of Chair may be performed by a Vice-Chair or such other Directors as the Board may, from time to time, appoint for the purpose.

Article 12 - Powers of Directors

12.0 The Board shall have full power with respect of all affairs of the Association and no by-law or resolution passed or enacted by the Board, or any other action taken by the Board, requires confirmation or ratification by the Members of the Association in order to become valid or to bind the Association, unless such confirmation or ratification is required by statue.

Article 13 - Remuneration of Directors

13.0 The Directors shall receive no remuneration for acting as such, but shall be entitled to compensation for any reasonable expenses incurred by them upon proof of such expenses.

Article 14 - Committees

14.0 The Board may appoint such Committees as it, from time to time, considers advisable.

Article 15 - Powers of Committees

15.0 No Committee shall have the power to act for or on behalf of the Association or otherwise commit or bind the Association to any course of action.  Committees shall only have the power to make recommendations to the Board or to the Members, as the Board may, from time to time, direct.

Article 16 - Membership on Committees

16.0 Members of Committees shall be appointed by and hold office at the pleasure of the Board.

Article 17 - Reports of Committees

17.0 The Chair of each Committee shall submit to the Board such reports as the Board may, from time to time, request, but, in any event, each Chair shall submit an annual report to the Board at such time as the Board may, from time to time determine.

Article 18 - Officers of the Association

18.0 There shall be a President, a Past President, a Vice-President, a Secretary, and a Treasurer or in lieu of a Treasurer a Secretary-Treasurer, and such other officers as the Board may determine from time to time.  Any person may hold more than one office except no person may hold the office of President and Vice-President or the offices of President and Secretary.  The officers shall be elected or appointed by the Board from among their number at the first meeting of the Board after each election of Directors, provided that in default of such election the then incumbents, being members of the Board shall hold office until their successors are elected.  Any other officers of the Association need not be members of the Board or Members of the Association and in the absence of written agreement to the contrary the employment of all officers shall be settled from time to time by the Board.  Any officer may be removed from office by the Board which may fill any vacancy so occurring for the remainder of the term of such officer.

Article 19 - Honorary Officers and Directors

19.0 The Board may from time to time appoint such Honorary Officers and Directors as they may consider appropriate.  Such Honorary Officers and Directors shall be non-voting. 

Article 20 - Duties of President and Vice-President

20.0 The President, subject to the authority of the Board, shall manage and direct the business and offices of the Association as the Board may, from time to time, determine (except for such matters and duties as must, by law, be transacted or performed by the Board or by the Members).  The President shall report on the affairs of the Association as may be required, from time to time, by the Board.  The President shall, when present, preside as Chairperson at all meetings of the Members of the Association and Board.  The President, subject to the authority of the Board, shall have general supervision of the affairs and business of the Association.  The President with the Secretary, or other officer appointed by the Board for that purpose, shall sign all by-laws.  The President shall be ex-officio, a member of all Committees.  The President shall perform such other duties as may, from time to time, be determined by the Board.  During the absence or inability of the President, the President’s duties and powers may be exercised by the Vice-President or such other Officer in order of seniority, as determined by the Board, or such other Directors as the Board may, from time to time, appoint for that purpose, and if the Vice-President, or such other Director shall exercise any duty or power, the absences or inability of the President shall be presumed with reference thereto.

Article 21 - Duties of the Executive Director

21.0 The Board may, from time to time, appoint an Executive Director who may be, but need not be, a Director and may delegate to such person authority to manage and direct the business and offices of the Association as the Board may from time to time determine (except for such matters and duties as such, by law, be transacted or performed by the Board or by the Members).  The Executive Director shall report on the affairs of the Association as may be required, from time to time, by the Board.

Article 22 - Duties of the Treasurer

22.0 The Treasurer shall be responsible for:
(a) keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Association in such bank or banks as may, from time to time, be designated by the Board,

(b) disburse the funds of the Association, under the direction of the Board, taking proper vouchers thereof and shall render to the Board at the regular meetings thereof, or whenever required, an account of all transactions as Treasurer and of the financial position of the Association, and

(c) performs such other duties as may, from to time, be determined by the Board.

Article 23 - Duties of the Secretary

23.0 The Secretary shall be ex-officio clerk of the Board who shall:

(a) attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for the purposes;

(b) give all notices required to be given to Members and to Directors;

(c) be the custodian of the seal of the Association and of all books, papers, records, contracts and other documents belonging to the Association which shall be delivered up only when authorized by a resolution of the Board and to such person or persons as may be named in the resolution; and

(d) performs such other duties as may from time to time be determined by the Board.

Article 24 - Duties of Other Officers

24.0 The duties of all other officers of the Association shall be such as the term of their engagement call for or the Board requires of them.

Article 25 – Board Approved Spending Limits

25.0 The President, Vice President and Executive Director may approve unbudgeted expenditures in amounts as defined below and shall require Board approval in excess of each defined approval limit.

(a) The President may approve a maximum of five thousand dollars      ($5,000) annually in unbudgeted expenditures.

(b) The Vice President may approve a maximum of three thousand dollars ($3,000) annually in unbudgeted expenditures.

(c) The Executive Director may approve a maximum of one thousand dollars ($1,000) annually in unbudgeted expenditures.

Article 26 - Execution of Documents

26.0 Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the President or a Vice-President and by the Secretary, and the Secretary shall affix the seal of the Association to such instruments, as require the same.

26.1 Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by any two of the President, a Vice-President, the Secretary or the Treasurer and the President or by any persons authorized by the Board.

26.2 Any two of the President, Vice-President, Secretary, Treasurer or President or any persons, from time to time, designated by resolution of the Board may vote or transfer any and all shares, bonds or other securities from time to time standing in the name of the Association in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Association transfers of shares, bonds or other securities, from time to time, transferred to the Association, and may affix the corporate seal to any such transfers or acceptances of transfer, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books and any company or association.

26.3 Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Association may or shall be executed.

Article 27 - Books and Records

27.0 The Board shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statue or law are regularly and properly kept.

Article 28 - Members

28.0 There shall be three classes of members, as follows:

(a) Corporate Members: Persons, firms or corporations which provide residential rental accommodation to the public (“entities”) and individuals who work at such entities.  Corporate Members shall own and/or manage a minimum of one hundred (100) residential units in the Province of Nova Scotia and shall be a Voting Member.

(b) Regular Members:  Persons, firms or corporations which provide residential rental accommodation to the public (“entities”) and individuals who work at such entities.  Regular Members shall own and/or manage less than one hundred (100) residential units in the Province of Nova Scotia and shall be a Voting Member.

(c) Associate Members:  Persons or businesses who are interested in the aims and objectives of the Association and supply goods or services to the residential rental industry.  Associate Members shall not be a Voting Member.  The Board of Directors, at its discretion, may appoint one Associate Member as a Voting Member.

(d) Not-for-Profit Members:  Organizations that provide residential rental accommodation to the public housing sector of Nova Scotia and shall not be a Voting Member. 

28.1 Each Voting Member shall be entitled to receive notice of, attend and vote at all meetings of Corporate and Regular Members.  Each Voting Member shall have one vote.  Except as required by the by-laws, Non-Voting Members shall not be entitled to receive notice of, attend or vote at meetings of Corporate and Regular Members. While not entitled to be at Corporate and Regular Members’ meetings, Associate Members may be invited to Corporate and Regular Members’ meetings.

Article 29 - Admission of Members

29.0 Members shall be admitted in accordance with processes put in place from time to time by the Board.

29.1 The annual membership dues to the Association shall be determined by the Directors and may be adjusted, from time to time, as the occasion demands.  Dues for the calendar year are payable on or before January 31st and if not paid after thirty (30) days’ written notice has been given a delinquent member, his membership may be cancelled by the Directors at their discretion.

Article 30 - Termination of Membership

30.0 The membership of a Member shall cease if:

(a) such person no longer fulfills the conditions set for Membership by the Board from time to time,

(b) becomes bankrupt or is declared insolvent,

(c) if he dies or is of unsound mind,

(d) member is in arrears for more than thirty (30) days in respect of dues or any other amount payable to the association,

(e) if he is convicted of theft or any criminal offense of which fraud is an ingredient,

(f) such Member gives written notice of resignation, or

(g) demonstrates such unprofessional conduct that violates the Association’s Code of Conduct and/or is deemed to be embarrassing to the Association or impairs the Association’s brand.

30.1 The Board may, in its discretion, instead of terminating the membership of a Member, suspend, or reprimand such Member or allow the Member to continue as a Member subject to whatever conditions the Board may, in its discretion, impose.

Article 31 - Reinstatement

31.0 A Member whose membership has terminated pursuant to clause 29.0(c) may, at the discretion of the Board, be reinstated upon payment of a reinstatement fee not exceeding the total of the accrued arrears of dues owing at the time of application for reinstatement and an administrative fee in an amount determined, from time to time, by the Board.

Article 32 - Annual and Other Meetings of Members

32.0 The annual or any other general meeting of the Members shall be held at the registered and head office of the Association or elsewhere in Nova Scotia as the Board may determine and on such day as the Board shall appoint.  Members shall attend meetings in person by proxy and shall not be entitled to attend meetings by telephone or other means.

32.1 At every annual meeting, in addition to any other business that may be transacted, the report of the Board, the financial statement and report of the auditors shall be presented and the directors shall be elected.  The Members may consider and transact any business either special or general at any meeting of the Members provided appropriate notice is given.  The Board or the President or a Vice-President shall have the power to call at any time a general meeting of the Members of the Association.  No public notice nor advertisement of Members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each Member by sending the notice by prepaid mail or facsimile or email ten (10) days or more before the time fixed for the holding of such meeting.

Article 33 - Error of Omission in Notice

33.0 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any Member may at time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of any Member, Director or Officer shall be at such person’s last address recorded on the books of the Association.

Article 34 - Adjournments

34.0 Any meeting of the Members or of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding that no quorum be present.

Article 35 - Quorum of Members

35.0 A quorum for the transaction of business at any meeting of Members shall consist of not fewer than fifteen (15) of the Voting Members including those presented by proxy.

Article 36 - Meeting of Members

36.0 The ordinary or annual general meeting of the Association shall be within five (5) months after the end of each fiscal year.

Article 37 - Voting of Members

37.0 Each Voting Member shall at all meetings of Members be entitled to one vote and may vote by proxy.  Such proxy need not be a Member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from such person’s constituent or constituents.  Proxies shall comply with the by-laws.
The Chair shall have no vote except in the case of an equality of votes.  In the case of an equality of votes, he shall, both on a show of hands and on a poll, have a casting vote.

37.1 At all meetings of Members every question shall be decided by a majority of the votes of the Members voting and represented by proxy unless otherwise required by the by-laws of the Association.  Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any Voting Member.  Upon a show of hands every Voting Member shall have one vote, and unless a poll be demanded a declaration by the Chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the Association shall be admissible in evidence as prima facie proof of the fact without proof of the number of proportion of the votes accorded in favor of or against such resolution.  The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the Voting Members present in person or by proxy, and such poll shall be taken in such manner as the Chair of the meeting shall direct and the result of such poll shall be deemed the decision of the members in general meeting upon the matter in question.  In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chair of the meeting shall, if such Chair holds a proxy from a Voting Member, be entitled to a second or casting vote.

Article 38 - Cheques

38.0 All cheques, bills or exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall, from time to time, be determined by resolution of the Board and any one of such officers or agents may alone endorse notes and drafts for the collection on account of the Association through its bankers and endorse notes and Cheques for deposit with the Association’s bankers for the credit of the Association, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Association.  Any two of such officers or agents so appointed may arrange settlement of balances and certify all books and accounts between the Association and the Association’s bankers and may receive all paid Cheques and vouchers and sign all bank forms or settlement of balances and release or verification slips.

Article 39 - Deposit of Securities for Safekeeping

39.0 The securities of the Association shall be deposited for safekeeping with one or more bankers, or trust companies or other financial institutions to be selected by the Board.  Any and all securities so deposited may be withdrawn, from time to time only upon the written order of the Association signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances.  The institutions which may be so selected as the custodians of the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds hereof.

Article 40 - Auditors

40.0 The Members shall, at each annual meeting, appoint an auditor or auditors of the Association, and in default of such appointment, the Board shall make such appointment.  Any auditor appointed shall hold office until the next annual meeting.

Article 41 - Fiscal Year

41.0 The fiscal year of the Association shall end on December 31 in each year.

Article 42 - Code of Conduct and Discipline

42.0 The Board may, from time to time, enact a Code of Conduct for Members and may also set out disciplinary procedures with respect to the conduct of Members and its Directors.

Article 43 - Notice

43.0 Whenever, under the provisions of the by-laws of the Association, notice is required to be given, unless otherwise provided herein, such notice may be given either personally or by email or by depositing same in a post office or a public letterbox, in a prepaid sealed wrapper addressed to the Director, Officer or Member at the address as the same appears on the books of Association.  A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letterbox as aforesaid, or if transmitted by facsimile or email shall be held to be sent when the transmission is completed.  For the purpose of sending any notice the address of any Member, Director or Officer shall be the last address of such person as recorded in the book of the Association.  Any member entitled to receive any such notice may waive such notice either before or after the meeting to which such notice refers.

Article 44 - Indemnification and Protection of Directors and Officers

44.0 All Directors or Officers 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 Association, from and against:

(a) all costs, charges and expenses whatsoever that such person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such person for or in respect of any acts, deeds, matters or thing whatsoever, made, done or permitted by such person in or about the execution of the duties of the office; and

(b) all other costs, charges and expenses that such person sustains or incurs in or about in relation to the affairs of the Association except such costs, charges or expenses as an occasioned by such person’s own willful neglect.

44.1 No Director or Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in a receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of titles to any property acquired by order of the Board or for or on behalf of the Association, for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy or insolvency or tortuous act of any person, firm or corporation with whom any moneys, securities or effects of the Association shall be deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Association, or for any loss occasioned by any error of judgment or oversight on such person’s part, or for any loss, damage or misfortune whatever which may happen in the execution of the duties of such office or in relation thereto unless the same shall happen through such person’s own willful neglect or default.

44.2 The Board may rely upon the accuracy of any statement or report prepared by the Association’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.

44.3 The Board may, from time to time, cause the Association to give indemnities to any Director, Officer or other person who has undertaken or is about to undertake any liability on behalf of the Association and to secure such person against loss by mortgage or charge upon the whole or any part of the real and personal property of the Association by way of security.  Any such action taken, from time to time, by the Board shall not require approval or confirmation by the Members.

Article 45- Amendment of By-laws

45.0 These By-laws may be amended by a special resolution passed at a meeting of the Members of the Association. Notice of such meeting shall specify that an amendment of the By-laws is proposed and shall contain the text of the proposed amendment.

Enacted by the Board on May 8, 2018

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