Mississippi Lakes Association (MLA)

BY-LAW No. 1

HEAD OFFICE

1. The Head Office of the Mississippi Lakes Association, herein after called the Corporation, shall be situated at: Carleton Place, Ontario, K7C 3P3.

SEAL

2. The seal, an impression of which is stamped in the margin hereof, shall be the seal of the Corporation. The Secretary of the Corporation shall have custody of the corporate seal and shall be responsible for certifying documents issued by the Corporation.

OBJECTIVES

3.1 To promote the maintenance, protection and improvement of Mississippi Lake in order to achieve a proper balance between the legitimate interests of users of the Lake and the maintenance of the ecosystem and environment.

3.2 To foster and support environmental activities which protect and enhance the quality of the Mississippi Lake and adjacent lands.

3.3 To promote and encourage the awareness of and adherence to marine and other relevant laws

3.4 To make users of the Lake aware of navigational s.

3.5 To liase with and to represent the Corporation members&x2019; interests with other organisations and agencies with similar objectives.

MEMBERSHIP

4.1 Membership in the corporation shall be limited to individuals, corporations and associations that respect and support the objectives of the corporation.

4.2 Full members are &x201C;members in good standing&x201D; who respect and support the objectives of the corporation, and have the right to vote on corporation issues.

4.3 Associate members are &x201C;members in good standing&x201D; who respect and support the objectives of the corporation, but do not have the right to vote on corporation issues.

4.4 Herein the term "member in good standing" shall be understood to mean a member with all dues and/or outstanding accounts owing the Corporation paid in full.

4.5 Members who do not renew there dues will cease to be members of the Corporation. Alternatively, a member may withdraw from the Corporation by sending a letter to the Secretary of the Corporation, requesting that they withdraw as a member.

BOARD OF DIRECTORS

5.1 The Board of Directors of the Corporation shall be composed of seven (7) full members in good standing, 18 years of age or older.

5.2 The Board of Directors nominated by the President-appointed nominating committee shall be elected by a majority of the full members at the Annual General Meeting.

5.3 The initial term of office of elected directors will require four members to serve for one year and three members to serve for two years. The term of office thereafter will be for two years. Each year, elections will be held to fill the vacant positions

5.4 In the event that a director shall resign from his/her office or vacate the office for any reason prior to the normal expiration of his/her term, such termination shall be effective immediately and the executive shall appoint a replacement for the remainder of the term.

5.5 The removal of one or more directors shall require a Special Meeting of the membership (see sections 13.3 and 13.4). A motion for removal carried at such a Special Meeting shall be by an absolute majority of fifty (50) percent of the full members present plus one (1) of the votes cast.

5.6 The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his/her position, as such, provided that a director may be paid reasonable expenses incurred in the performance of duties.

EXECUTIVE COMMITTEE

6.1 The elected directors shall be the officers of the Corporation and shall from and by the directors, elect the Executive Committee following the Annual General Meeting.

6.2 The Executive Committee shall be:

President

Vice President

Secretary

Treasurer

Director

Director

Director

6.3 The elected Secretary will inform the full members in writing of the names of the Executive Committee.

6.4 The Executive Committee may, by motion at an Executive Meeting, appoint a full member in good standing to fill any vacancy that may occur within the Committee during an annual term. Exception shall be made in the event that the position of President is vacated; in which case the Vice President shall assume the duties and responsibilities of the President. Such appointment shall be ratified by the membership at the next Special or Annual General Meeting of the Corporation

6.5 The Executive Committee may, as is deemed necessary from time to time, appoint committees or members of the Corporation to carry out functions of the Corporation. The duties of these members or committees shall be under the supervision of the president.

6.6 The Executive Committee shall meet periodically at the call of the President, at a place designated by him/her. These meetings may be necessary for approving the transaction of current business, discussion and examination of any proposals dealing with the welfare of the Corporation, including preparation of the annual budget. The meetings may deal with the business arising from a Special or General Meeting.

6.7 A quorum of the Executive Committee shall consist of at least 4 of the committee members. Such meetings shall be validated when either the President or Vice President is in attendance.

6.8 Each committee member is authorised to exercise one (1) vote. In the case of a tie, the motion is defeated.

INDEMNITIES TO DIRECTORS AND OTHERS

7.1 Every director of the Corporation or other person; who has undertaken or is about to undertake any liability on behalf of the Corporation, it and its 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 which such director, or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her, or in respect of any act, deed, matter or things whatsoever made, done, or permitted by him/her, in or about the execution of the duties of his/her office or in respect of any such liability.

b) all other costs, charges and expenses that he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.

7.2 To protect the Corporation, executive and members in good standing (see section 4.2) from such indemnities, liability insurance coverage shall be provided.