APEX PROPERTY OWNERS ASSOCIATION BY LAWS

March 24, 2007

As a registered society, APOA is governed by the Society Act. The Provisions of that Act form the basis for APOA board activities and accountability.  Specific provisions from that Act have been summarized and adapted to create a set of by-laws adapted to APOA’s specific requirements. The by-laws were ratified at the 2007 AGM and subsequently approved, as required, by the Registrar of Societies in the Ministry of Finance later in 2007.

Purposes

(1)      The Apex Property Owners Association (APOA) is incorporated as a non-reporting society under the Society Act.As outlined in its Constitution, APOA is dedicated to building a community to fulfil the aspirations of all property owners and to ensure guaranteed and safe access to our properties, to address environmental concerns. to safeguard against adverse impact from development and operating activities on safety and public welfare and to assist in the development of a community plan.

Membership

(2)      Property owners at Apex become members of APOA by completing an annual membership application and by paying the annual dues prescribed in that application.

(3)      APOA membership ceases when annual dues for the current year are not paid.

(4)      Membership conveys the right to speak at the Annual General Meeting or other special meetings convened by the APOA and to vote on any matters advanced to the membership for direction.

(5)      A member of a society is not, in the member’s individual capacity, liable for a debt or a liability of the society.

General Meeting

(6)      An Annual General Meeting (AGM) is convened by directors. (As a matter of policy it is typically convened at Apex mountain each spring on a weekend coinciding with the BC Provincial school break in order to maximize the potential for attendance by members located outside the South Okanagan).

(7)      Should lack of facilities or other extenuating circumstances preclude the location or time outlined in S. 6 above, the directors will make suitable alternative arrangements and give notice to members of not less than 14 days.

(8)      An AGM is  called for via direct notice all members in good standing and past members, along with a membership application for the current year.

(9)      The directors may, when they think fit, convene an extraordinary general meeting, and specify place, day and hour of the meeting and the purpose of the meeting.

Appointment of Directors and Officers

(10)   APOA directors are appointed or elected at the AGM following a report from the nominations committee and a call for nominations from the floor.

(11)   The  number of directors must be 5 or more and comprise at least the president, vice president, secretary, treasurer and one other person.

(12)  The Board of Directors for APOA is to comprise no more than 9 members in good standing at least one of which is ordinarily a resident of BC.

(13)  The Board of Directors may appoint an APOA member or members in good standing as a Board member in order to fill a vacancy or vacancies however created.

(14)  A quorum of directors for board meetings comprises 55% or more of those established under Section 10.

(15)  Executive members are determined by the incoming Board of Directors, with the exception of the Past President who becomes a member the year following being president.

(16)   A director (or directors ) may be removed of their duties by a majority vote of the Board where their continued engagement is not considered conducive to the purposes of the APOA or the corporate direction established by the Board.

Quorum

(17)  A quorum for a general meeting is 20% of the membership.

(18)  If within 30 minutes of the appointed time of a general meeting, a quorum is not present, the meeting, if convened on the requisition of members, must stand adjourned until the same day in the next week at the same time and place, and if a quorum is then not present within 30 minutes from the appointed time, the members present constitute a quorum.

(19)  If at a general meeting there is no president, vice president or other director present within 15 minutes of the appointed meeting time, the members present must choose one of their number to be the chair

(20)  In the absence of the president and vice president, one of the other directors presides as chair.

Resolutions

(21)  A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

Voting

(22)  A member in good standing present at a meeting on members is entitled to vote.

• Voting member may exercise  that vote on every matter brought before the member ship for voting.
• Voting is by show of hands or voting cards
• Voting by proxy is not permitted

Financial Statement

(23)   The financial statement for the past financial year is to be presented at each annual general meeting.

Annual Report

(24)  An annual report is filed within 30 days of an AGM.

Duties of Directors

(25)  The directors are responsible for managing or supervising the management of the affairs of the society.

(26)  Directors of the APOA

• act honestly and in good faith and in the best interests of the APOA; and
• exercise the care, diligence and skill of a reasonably prudent person in performing the functions of a director.

Proceedings of Directors

(27)  Directors may participate in meetings in person or by conference telephone.

(28)   The directors may meet at the places they think it fit to conduct business, adjourn and otherwise regulate their meetings as they see fit.

(29)  Directors may form committees.

Meeting records

(30)  Minutes of the meetings of the Society’s general meetings and board meetings are held by the incumbent secretary.

Financial Records

(31)  Financial records are maintained by the incumbent treasurer and include financial history, financial statements, and records of assets and liabilities.

(32)  APOA operating funds are deposited in a local financial institution(s).

(33)  The treasurer maintains proper accounting records including

• all money received and disbursed
• assets and liabilities
• other transactions; and
• prepares an annual financial statement.

(34)  The annual financial statement is not issued, published or circulated unless it is first approved by directors and the approval is evidenced by the signatures of two directors.

Register of Members

(35)  The secretary maintains a register of members including

•  full name and address
• date of admission and
• date when membership ceases.

Duties of Members

(36)  Members are to uphold the constitution and comply with APOA by-laws.

Approved at AGM March 24, 2007.