CLA Organizational Structure

Corporate

Governing Statute The Christie Lake Association Inc. (“CLA”) was incorporated on August 19, 1976 by Letters Patent issued under the authority of the Corporations Act, Revised Statutes of Ontario 1990, chapter C38 (http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90c38_e.htm]. The Corporations Act is CLA’s governing statute and defines CLA’s powers, activities, obligations and procedures. CLA is a not for profit corporation without share capital and, as such, has members, rather than shareholders. NOTE: The Not-For Profit Corporations Act, 2010, Statutes of Ontario 2010 Chapter 15 (http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_10n15_e.htm) passed third reading in the Ontario legislature on October 19, 2010 and received Royal Assent on October 25, 2010. The Not-For Profit Corporations Act, 2010, states that it will come into force on a date to be proclaimed by the Lieutenant Governor. That date is not expected before 2014. When the Not-For Profit Corporations Act, 2010, is proclaimed in force, it will replace the Corporations Act as CLA’s governing statute. Letters Patent CLA’s Letters Patent dated August 19, 1976 are its incorporating document or charter. The letters Patent establish the name “Christie Lake Association Inc.”; identify CLA’s incorporators, first directors, and the location of its head office; define CLA’s objects (or purposes); and declare that CLA “shall be carried on without the purpose of gain for its members and any profits or other accretions to the Corporation shall be used in promoting its objects.” By-Laws Sections 129 of the Corporations Act authorizes the directors of a corporation to pass by-laws to regulate its activities and procedures, and requires that by-laws not be “contrary to this Act or the letters patent or supplementary letters patent”. A By-law, and any amendment to the by-law, becomes effective when passed by the directors, but ceases to have effect at the next annual general meeting (“AGM”) of the corporation unless it is confirmed by a majority of the votes cast at a the AGM or at a meeting of members held prior to the AGM and duly called for the purpose of confirming it. The current CLA By-laws were passed by directors on July 12, 2003 and confirmed by the members at the 2003 AGM held later that month. The directors passed the following amendments to the CLA By-laws at a directors’ meeting held on July 21, 2012 and the members confirmed the amendments at the AGM held on July 27, 2012:

Section 4.09 – committee chairmen and committee members
Section 7.04– methods of giving notices of meetings of members

Special Resolutions Section 1 of the Corporations Act defines a “special resolution” as one which is passed by the directors and confirmed with or without variation, by at least two-thirds of the votes cast at a meeting of members duly called for that purpose. Unlike a by-law or a by-law amendment, a special resolution does not come into effect until it has been confirmed by the members. Section 3.02 of the CLA By-laws states that, until changed by special resolution or otherwise in accordance with the Corporations Act, the board shall consist of seventeen directors. Section 285 of the Corporations Act states that a corporation may by special resolution increase or decrease the number of its directors. Over the years, various special resolutions changing the number of directors have been passed by the directors and confirmed by the members. The two most recent special resolutions are noted below: