Events & Gatherings in Your Neighbourhood

Finalized April 17, 2024 · Approved at AGM May 15, 2024

By-law number one being a general by-law of The Governor's Bridge Ratepayers Association (GBRA, the "Corporation").

1. Name and Objects

The Association will be known as the Governor's Bridge Ratepayers Association ("GBRA") pursuant to the Letters Patent (Ontario Corporation 445092) originally incorporated May 8, 1980.

The GBRA is constituted for the purpose of furthering and protecting the common interests of its Members relating to real estate, zoning, municipal planning, public realm, safety, traffic, crime, recreation, social cohesion, community events and any other matter touching on or relating to real property or living within the membership area.

2. Head Office

The head office of the Corporation shall be in the City of Toronto in the Province of Ontario. The Directors may, from time to time, determine the specific location of the head office.

3. Fiscal Year

The fiscal year of the Corporation shall begin on October 1 of each year and end on September 30 of the following year or on such other dates as the Board may from time to time by resolution determine.

4. Membership

1. Membership in the Corporation shall consist of one class of Members and be open to:
   1. All owners and residents within the Governor's Bridge area. The Governor's Bridge area is defined as that area bound to the North by the North Toronto Canadian Pacific Railroad and bound on the Northeast to Southeast side by Bayview Avenue. The Western boundary of the area is formed by Mud Creek as part of the Moore Park ravine to its intersection with Pottery Road in the South. As of May 2024 it would contain all residential properties on the streets currently known as Governor's Road, Nesbitt Drive, Douglas Crescent, True Davidson Drive and Hampton Park Crescent.
   2. who pay the membership fees or dues once during each Fiscal Year and are recorded in the Member log; and
   3. who agree to be bound by the by-laws and rules of the Corporation.
2. Fees & Term of Membership:
   1. The annual membership fees will be determined from time to time by the Board of Directors.
   2. The term of membership will be until the end of the applicable fiscal year, which is September 30, subject to renewal in accordance with the policies of the Corporation.
3. Transferal of Membership: Membership in the Corporation is transferable to others who reside at the same residential address.
4. Discipline of Members:
   1. The Board may pass a resolution authorizing disciplinary action or the termination of Membership for violating our policies, violating our by-laws and any other reasons calling for discipline in the Discretion of the Discipliner.
   2. The Discipliners must provide 15 days' written notice to a Member before passing the above-mentioned resolution.
   3. The Member receiving the notice is entitled to give the discipliners a written submission addressing the disciplinary action or termination not less than 5 days before the end of the 15-day period.

5. Board of Directors

1. The affairs of the Corporation shall be managed by a Board of Directors (the "Board"). The Board shall be comprised of a maximum of 9 Directors including the Past President of the Board.
2. The Directors will fulfil their role as Director without remuneration.
3. The Board shall appoint from among themselves a President, Vice President, Secretary and Treasurer who shall serve for a 3 year period ending at the AGM, or until they resign or until they are removed from office by a resolution of the Board.
4. All Board members shall serve for a 3 year period ending at the AGM, or until they die, become bankrupt, are found incapable, resign, or are removed from office by a resolution of the Board or by a majority vote of the Members.
5. A Director may resign by written notice to the Corporation.
6. The positions of Secretary and Treasurer may be combined into one position where the Directors consider it appropriate.
7. A Board member may run for a further term.
8. The Board may from time to time appoint any other committee or committees that it considers necessary or appropriate.
9. Each Director shall be a Member of the Corporation and shall be at least 18 years of age.
10. The Past President of the Corporation shall be an ex officio voting member of the Board.
11. The Board may appoint a Director to fill a vacancy by a majority vote, provided that a quorum of Directors remains in office.
12. The Members may elect a Director or Directors by a majority vote among all voting Members present.
13. The Members may remove a Director by resolution passed by at least two-thirds of the votes cast at a general meeting.
14. The Board may remove a Director at any time when that Director has missed more than four consecutive Board meetings.

6. Meetings of the Board of Directors

1. A quorum for a meeting of the Board shall be three-fifths of the Directors.
2. Meetings of the Board may be called by the President, a Vice-president, Secretary or any two members of the Board at any time.
3. Notice of the time and place of the meeting must be given not less than 7 days before the date that the meeting is to be held.
4. The President will act as Chair for Board Meetings.
5. Each Director has one vote. A majority of votes cast shall decide the resolution. In case of a tie vote, the Chair shall have a casting vote.
6. Board meetings may be held entirely by phone or electronic means.

7. Officers

1. Chair — calling and chairing meetings of the Board, setting meeting agendas and chairing executive committees.
2. President — chair all general meetings and of the Board; have general supervision of the affairs of the Corporation.
3. Vice President — exercise duties of the President in the absence of the President.
4. Secretary — keep and maintain the records and books of the Corporation, including the registry of Officers and Directors, the registry of Members, and the minutes of all meetings.
5. Treasurer — keep and maintain the financial records and books of the Corporation; prepare the financial statements.

8. Signing Authority

1. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors.
2. The Board may from time to time decide who will execute a particular document or type of document and how it will be executed.

9. Members' Rights and Meetings

1. Each Member is entitled to receive notice of, attend, and vote at all general meetings, with one vote per residential address.
2. A Member may vote at a meeting by proxy in writing delivered to the Secretary no later than 48 hours prior to the meeting.
3. The AGM of the Corporation shall be held in Ontario no later than 6 months after the end of the Fiscal Year. Business conducted at the AGM shall include approving the agenda, minutes, financial reports, election of Directors, and appointment of the person to conduct a financial review.
4. Quorum for the AGM or for a general meeting shall be at least 10 Members of the Corporation present in person or by proxy, with at least 2 non-Director Members present in person.
5. Members may participate in any meeting by telephone or electronic means.

10. Notices

1. Any notice required shall be delivered to the Member's last email address on record, last residential address, or by other electronic means.
2. Notice may be waived or abridged with the consent in writing of the person entitled to the notice.
3. No error or accidental omission in giving notice shall invalidate the meeting or make void anything that happens at the meeting.

11. Protection of Directors and Officers

1. No Director, Officer or committee member shall be liable for acts of others, errors of judgment, or other losses unless occasioned by their own willful neglect or default.
2. The Corporation shall indemnify every Director or Officer from costs reasonably incurred in respect of any civil, criminal or administrative action by reason of being or having been a Director or Officer, provided they acted honestly and in good faith.

12. Insurance & Conflicts of Interest

1. The Corporation may purchase and maintain insurance for the benefit of its Directors and Officers.
2. A Director with a conflict of interest shall make the required disclosure and shall not vote on any resolution to approve any such contract or transaction.

13. Amendments

1. Amendments may be made to this By-law at an AGM or special general meeting provided 7 days' notice of the proposed amendment has been given to all Members and by a majority of the votes cast.

14. Definitions & Interpretation

"Act" means the Not-for-Profit Corporations Act, 2010 (Ontario). "Board" means the board of directors of the Corporation. "Member" means a member of the Corporation. Words in the singular include the plural and vice versa. The invalidity of any provision shall not affect the validity of the remaining provisions.

15. Passing of By-laws

The foregoing by-laws are hereby passed by the Directors of the Corporation pursuant to the Corporations Act and Ontario Not-for-Profit Corporations Act 2010 (ONCA) and approved at Toronto this 15 day of May of 2024.