Original: April 16, 1997
Amended: May 10, 2001, May 22, 2002, May l5, 2003, May 3, 2005, October 20, 2005, October 20, 2008
A by-law related generally to the transaction of the affairs of the Ontario College of Art Faculty Association. BE IT ENACTED as a by-law of Ontario College of Art Faculty Association as follows:
1.01 The head office of the Association shall be in the City of Toronto, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.
2.01 The seal, an impression whereof is stamped in the margin hereof shall be the corporate seal of the Association.
3.01 The affairs of the Association shall be managed by a Board of nine (9) Directors, consisting of the President, Vice-President, Secretary/Treasurer, the Chair of the Grievance Committee, the Chair of the Negotiations Committee and four (4) other Directors, elected as provided hereinafter.
3.02 The Board of Directors shall be a rotating Board, with all Directors being elected for terms of three (3) years each and with three (3) Directors retiring and being elected each year, subject to Article 3.03.
3.03 At the Annual General Meeting of the Association held in November, 2008, the following Directors shall be elected to hold office, or shall continue to hold office, for the following terms:
3.04 Following the terms of office set out in Article 3.05, each Director shall thereafter be elected to hold office for a term of three (3) years, or until his/her successor has been duly elected.
3.05 Each Director shall be at the date of, or become within (l0) days after his/her election, and thereafter remain throughout his/her term, a member of the Association; be a least eighteen (l8) years of age; and not be an undischarged bankrupt nor a mentally incompetent person.
3.06 If a Director ceases to be a member of the Association or becomes bankrupt or a mentally incompetent person, he/she thereupon ceases to be a Director, and the vacancy so created may be filled in the manner provided for hereinafter.
3.07 The Association may from time to time increase or decrease the number of its Directors by special resolution.
3.08 The members of the Association may, by resolution passed by at least two-thirds of the votes cast at a General meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office, and may, by a majority of the votes cast at that meeting elect any person in his/her stead for the remainder of his/her term.
3.09 A Director may resign his/her office by notice in writing delivered to the Secretary/Treasurer and such resignation shall become effective on the later of the date of the receipt thereof and such date of resignation specified in such notice.
4.01 Subject to the provisions of Articles 17.03, 18.08 and 18.09, vacancies on the Board of Directors, however caused, may, so long as a quorum of Directors remains in office, be filled by the Directors from among the members of the Association, if they shall see fit to do so until the next Annual meeting. If there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. Otherwise such vacancy shall be filled at the next Annual meeting of members at which the Directors for the ensuing year are elected.
4.02 Any increase of the number of Directors which is authorized between Annual meetings shall not take effect until the next Annual meeting of members, at which time the additional Director(s) shall be elected.
5.01 A majority of the Directors shall form a quorum for the transaction of business either in person or through electronic communication.
5.02 The Board of Directors shall meet in person at least six (6) times a year.
5.03 Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.
5.04 No formal notice of any such meeting shall be necessary if all Directors are present, or if those absent have signified their consent to the meeting being held in their absence.
5.05 Directors meetings may be called by the President or, in the President’s absence, by the Vice-President or by another director designated to do so by the Board of Directors.
5.06 Notice of such meetings shall be delivered, telephoned, faxed, or sent by other electronic communication not less than one day before the meeting is to take place or shall be mailed to each Director not less than four days before the meeting is to take place.
5.07 The statutory declaration of the President or Secretary/Treasurer that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.
5.08 The Board may appoint a day or days in any month or months for regular meetings at a place and an hour to be named and of such regular meeting and no notice need be sent.
5.09 A Directors meeting may also be held, without notice, immediately following the Annual meeting of the Association.
5.10 The Directors may consider or transact any business either special or general at any meeting of the Board.
5.11 Written minutes shall be kept for all meetings of the Board of Directors and maintained in the records of the Association.
6.01 No inadvertent error or omission in giving notice of a meeting or adjourned meeting of Directors or the non-receipt of any notice by any Director or any inadvertent error in any such notice shall invalidate or make void any proceedings taken or had at such meeting.
6.02 Any Director may at any time waive notice of such meeting and may ratify and approve of any or all proceedings taken or had thereat.
7.01 The Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and save as hereinafter provided may exercise all such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do.
7.02 Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they may deem advisable.
7.03 Without in any way derogating from the foregoing, the Board of Directors shall also:
7.04 Directors may be reimbursed for reasonable expenses incurred by them in the performance of their duties.
8.01 Questions arising at any meeting of Directors shall be decided by a majority of votes.
8.02 In case of an equality of votes, the Chair shall have a deciding vote. The Chair shall not otherwise be entitled to vote at any meeting of Directors.
8.03 All votes at 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.
8.04 A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible in prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
8.05 In the absence of the President his/her duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.
8.06 A resolution signed by all Directors is as valid as if regularly passed at a meeting.
9.01 A President shall be elected at the Annual General Meeting of the members of the Association held in November, 2008 for a term of three (3) years, and thereafter shall be elected and hold office for terms of three (3) years each or until his/her successor has been elected.
9.02 A Vice-President shall be elected at the Annual General Meeting of the members of the Association held in November, 2008 for a term of one (1) year, and thereafter shall be elected and hold office for terms of three (3) years each or until his/her successor has been elected.
9.03 A Secretary/Treasurer shall be elected at the Annual General Meeting of the members of the Association held in November, 2008 for a term of one (1) year, and thereafter shall be elected and hold office for terms of three (3) years each or until his/her successor has been elected.
9.04 The Board, by resolution, may appoint such additional officers from among the members of the Association as it determines necessary.
9.05 No person may hold more than one office.
9.06 Each officer of the Association must be at the time of his/her election or appointment and thereafter remain a member of the Association, and if an officer ceases to be a member of the Association, he/she shall thereupon cease to be an officer.
10.01 A vacancy in the position of Vice-President, or Secretary/Treasurer may be filled by the Directors, if they shall see fit to do so until the next Annual Meeting of members.
10.02 Otherwise such vacancy shall be filled at the next Annual meeting of the members.
11.01 Nominations for President, Vice-President and Secretary/Treasurer and three Directors shall be presented to the Annual meeting of the members by the Nominating Committee. Additional nominations will be accepted from the floor.
11.02 Each nominee must be present or provide written consent.
11.03 Voting will be by secret ballot.
11.04 Separate elections shall be held for each office to be filled.
11.05 An election may be by acclamation; otherwise it shall be by ballot and simple majority. If no successor is elected, the person previously elected or appointed continues to hold office, unless such person resigns, ceases to be qualified to hold office or is removed from office.
12.01 The President shall, when present, preside as Chair at all meetings of the members of the Association and of the Board of Directors.
12.02 The President shall be charged with the supervision of the affairs and operations of the Association.
12.03 The President and the Secretary/Treasurer or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.
12.04 The President shall have the power to take all necessary steps of an emergency nature for the benefit of the Association when specifically authorized by the Board.
12.05 The President shall supervise other members of the Board and all committees in the execution of their work.
12.06 The President, or a designate appointed by the Board for that purpose, shall be expected to regularly attend meetings of the Board of Governors and of affiliate organizations of the Association.
13.01 During the absence or inability of the President to act, his/her duties and powers may be exercised by the Vice-President, or other such Director as the Board may from time to time appoint for the purpose, and if the Vice-President, or such other Director as the Board may appoint for the purpose, exercises any such duty or power, the absence or inability to act of the President shall be presumed with reference thereto.
14.01 The Secretary/Treasurer shall be the ex-officio clerk of the Board of Directors.
14.02 The Secretary/Treasurer shall attend all meetings of the Board of Directors and of the members of the Association and record all facts and minutes of all proceedings in the books kept for that purpose.
14.03 The Secretary/Treasurer shall give all notices required to be given to members and Directors.
14.04 The Secretary/Treasurer shall be the custodian of the Seal of the Association and all books, papers, records, correspondence, contracts and other documents belonging to the Association, which he/she shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in resolution or as required by the law.
14.05 The Secretary/Treasurer shall keep full and accurate records of all receipts and disbursements of the Association in proper books of account.
14.06 The Secretary/Treasurer shall deposit all monies 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, provided that the total monies on deposit by the Association at any bank shall not exceed the maximum amount of the applicable deposit insurance coverage for such monies.
14.07 The Secretary/Treasurer shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefor.
14.08 The Secretary/Treasurer shall render to the Board of Directors at the regular meetings thereof or whenever required of him/her, an account of all his/her transactions as Secretary/Treasurer and of the financial position of the Association.
14.09 The Secretary/Treasurer shall liaise with OCAD finance and accounting departments.
14.10 The Secretary/Treasurer shall liaise with the Association’s accountant and investment counselors.
14.11 The Secretary/Treasurer shall perform such other duties as may from time to time be determined by the Board of Directors.
15.01 The duties of all other Officers of the Association shall be such as the terms of their engagement call for or the Board of Directors requires of them.
16.01 The Board of Directors shall be empowered to appoint standing committees and other committees as the Board may deem advisable but such Committees shall have no authority to bind the Association without Board approval by resolution, save and except as otherwise expressly provided for herein.
16.02 The Chairs and the members of such committees shall be appointed by the Board of Directors, save for the Chair of the Grievance Committee and the members and Chair of the Negotiations Committee who shall be elected as follows:
16.03 Each chair and member of any committee of the Association must be at the time of his/her election or appointment and thereafter remain a member of the Association and if he/she ceases to be a member of the Association, he/she shall thereupon cease to be a committee chair or member, as the case may be.
16.04 The standing committees shall have such duties and powers as may be assigned to them by the Board of Directors who shall also determine the number of members of each committee, save and except for the duties, powers and composition of the Negotiations Committee which are as set out in Article 17.00.
17.01 The Negotiations Committee shall be composed of the following eight (8) members, all of whom, with the exception of the President, shall be elected in accordance with Article 16:
17.02 The President of the Association may not be the Chair of the Negotiations Committee, save and except as provided in Article 17.03.
17.03 A vacancy in the position of the Chair of the Negotiations Committee shall be filled by the President until a new Chair of the Negotiations Committee has been elected by the members of the Association. A meeting of the members of the Association shall be called and held within four (4) weeks of a vacancy arising in the position of the Chair of the Negotiations Committee for the purpose of an election to fill that position for its
17.04 A vacancy in any membership position on the Negotiations Committee may be filled by a member of the Association appointed by the Board of Directors until the next meeting of the members of the Association, at which an election shall be held to fill that position for its remaining term.
17.05 The purpose of the Negotiations Committee is to bargain with the College in all matters that affect the Association and its members in accordance with the objects of the Association set out in its Letters Patent, as amended from time to time.
17.06 The Negotiations Committee shall review the existing Memorandum of Agreement annually.
17.07 The Negotiations Committee shall solicit input from the members of the Association in the course of preparing formal proposals for bargaining with the Employer regarding changes to the Memorandum of Agreement.
17.08 The Negotiations Committee shall seek ratification at a General or Special General Meeting of the members of the Association’s initial bargaining proposals for amendments to the Memorandum of Agreement.
17.09 The Negotiations Committee shall bargain collectively on behalf of the membership.
17.10 The Chair of the Negotiations Committee shall report regularly to the Board of Directors regarding the Negotiations Committee’s activities and negotiations with the Employer and the Board of Directors shall in turn report regularly to the members of the Association on the activities of the Negotiations Committee and the status of its negotiations with the Employer.
18.01 There shall be a Chair of the Grievance Committee to be elected in accordance with the provisions of Article 16. The President of the Association may not be the Chair of the Grievance Committee, save and except as otherwise expressly provided for in this Article 18.00.
18.02 The Board of Directors shall appoint the members of the Grievance Committee pursuant to Article 16.
18.03 The Chair of the Grievance Committee shall have responsibility for advising members about grievances and complaints by members or the Association concerning disputes regarding the interpretation, administration or alleged violation of the Memorandum of Agreement in place from time to time between the Association and Ontario College of Art and Design (the “Employer”); representing members or the Association in meetings with the Employer; and making recommendations to the Board of Directors regarding the support or assistance, if any, to be provided by the Association in respect of complaints and grievances, including whether a grievance should be settled by the Association or should proceed to arbitration. For these purposes, the Chair of the Grievance Committee may seek the advice of legal counsel as appropriate. Nothing in this Article limits the ability of the Board of Directors to seek legal advice on complaints and grievance matters.
18.04 The Grievance Committee shall act in an advisory capacity to the Chair of the Grievance Committee, and at the request of the Chair of the Grievance Committee, may assist in the investigation or management of grievances. However, responsibility for advising members, making recommendations to the Board of Directors and seeking legal advice rests with the Chair of the Grievance Committee. Meetings of the Grievance Committee shall be called at the discretion of the Chair.
18.05 Members seeking advice regarding a complaint or potential grievance will normally be referred to the Chair of the Grievance Committee, who will assume carriage of the matter on behalf of the Association.
18.06 If the Chair of the Grievance Committee is unable to advise or represent a member for any reason, then the Chair of the Grievance Committee shall withdraw from advising or representing that member by letter to the President, copied to the Grievance Committee. After consultation with the Board of Directors, the President or his/her designate may appoint another person to act as the temporary Chair of the Grievance Committee for the purposes of the representation of that member.
18.07 If a member does not wish to be represented by the Chair of the Grievance Committee or the temporary Chair, the President of the Association, after consultation with the Board of Directors, and if the President deems it appropriate, may select a temporary Chair of the Grievance Committee for the purposes of the representation of that member.
18.08 If the Chair of the Grievance Committee is unable to fulfil his or her duties due to illness or absence or any reason, the Board of Directors may select a temporary Chair of the Grievance Committee.
18.09 For the purposes of this Article, a temporary Chair of the Grievance Committee can be a
member of the Board of Directors, a member of the Grievance Committee or any other
member in good standing of the Association.
18.10 The Chair of the Grievance Committee shall report on all complaints and grievances to the Board of Directors at regular meetings of the Board. The Chair shall provide a written report to the membership at General Membership meetings in a manner that is consistent with the maintenance of confidentiality in relation to grievances.
19.01 The Nominations Committee shall be composed of the immediate past President (providing he/she is then a member of the Association) or in his/her absence a Director appointed by Board of Directors and one other member of the Association appointed by the Board of Directors.
19.02 The Nominations Committee shall publish and distribute to all members of the Association a list of available positions along with nomination forms.
19.03 Nominations are to be made in writing to the Nominations Committee on a nominations form.
19.04 The Nominations Committee shall make and distribute forms prior to the election.
19.05 The Nominations Committee shall ensure due dates are complied with.
19.06 The Nominations Committee shall publish and distribute to members a slate of nominees 7 days prior to the meeting.
19.07 The Nominations Committee shall receive nominations from the floor during and prior to the election.
19.08 The Nominations Committee shall distribute, receive and scrutinize ballots.
19.09 The Nominations Committee shall deliver the scrutinized ballots and the results of the Secretary/Treasurer.
20.01 If at any time a Director or member of any of the committees of the Association is in a conflict of interest or perceived conflict of interest in respect of any matter or proceeding that affects the Association or any of its members, that person shall not participate in any discussions or decisions relating to the subject matter of the conflict or perceived conflict.
21.01 The membership shall consist of the applicants for the incorporation of the Association and such other individuals as are admitted by the Board of Directors by resolution and who are qualified for membership and who have paid such membership fees as are determined by the Board from time to time in accordance with this by-law.
21.02 All faculty and academic staff employed by the Ontario College of Art & Design shall be eligible for membership.
21.03 Faculty and academic staff employed by the Ontario College of Art & Design for a fixed term of less than twelve (12) months will retain membership in the Association for nine (9) months from the beginning of the last academic semester in which they have been so employed.
21.04 Associate Deans are not eligible to be members of the Association.
22.01 The interest of a member in the Association is not transferable.
23.01 A member who ceases to be a faculty member or technician by reason of termination of employment, retirement or death shall cease to be a member of the Association.
23.02 In case of termination of employment, resignation from the Association, retirement or death, a member shall remain liable for payment of any assessment or other sum levied which became payable by him/her to the Association prior to acceptance of his/her resignation of his/her retirement or death.
24.01 The Board of Directors shall fix the dues payable by the members from time to time, subject to confirmation by a majority vote of the members present in person at an Annual or other General meeting.
24.02 Dues structure to be reviewed annually by the Board of Directors.
24.03 Dues will be paid by monthly payroll deduction.
25.01 The Annual General Meeting of members shall be held in the month of October of each year unless the Board of Directors determines otherwise by resolution, but in any case not more than 15 months after the last preceding Annual meeting, at a time, place and date determined by the Board.
25.02 A General Meeting of members shall be held in May of each year, unless the Board of Directors determines otherwise by resolution.
25.03 Other General meetings of the members may be held on such day and at such place as the Board of Directors may determine.
25.04 At every Annual meeting, in addition to other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented, the auditors shall be appointed for the ensuing year and elections shall be held for those positions on the Board of Directors that shall become open.
25.05 The members may consider and transact any business either special or general without notice thereof at any meeting of the members.
25.06 The Board of Directors or the President or Vice-President shall have the power to call at any time a General meeting of the members of the Association.
25.07 No public notice nor advertisement of members’ meetings, Annual or General, shall be required, but notice of the time and place of every meeting shall be given to each member ten days before the time fixed for holding such meeting.
25.08 The President may at his/her discretion call a special meeting of the Association and shall do so upon a request signed by ten members. The business to be considered at a special meeting shall be described in the notice thereof.
26.01 No inadvertent error or omission in giving notice of any meeting or any adjourned meeting of the members of the Association or the non-receipt of any notice shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or and thereat.
27.01 Any meeting of the members or of the Directors may be adjourned for reconvening at a later time and such business may be transacted at any such reconvened meeting as might have been transacted at the original meeting. No notice shall be required of the reconvening of such a meeting except as shall be provided at the time of adjournment of the original meeting. A meeting may be adjourned for reconvening at a later date notwithstanding that a quorum is no longer present at the original meeting.
28.01 No business may be transacted at a meeting of members unless a quorum is present.
28.02 A quorum for the transaction of business at any meeting of members shall consist of not less than 25 members of the Association present in person.
28.03 Each regular member of the Association shall at all meetings of members be entitled to one vote.
28.04 At all meetings of members every question shall be decided by a majority of the votes of the members present in person or by proxy unless otherwise required by the by-laws of the Association or by law.
28.05 Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member or directed by the Chair.
28.06 Upon a show of hands every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chair 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 or proportion of the votes accorded in favour of or against such resolution.
28.07 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 members present in person and such poll shall be taken in such manner as the Chair shall direct and the result of such poll shall be deemed the decision of the Association in General meeting upon matters in question.
28.08 The Chair shall be permitted to vote, as a member, at any meeting of members. In case of an equality of votes at any meeting of members, whether upon a show of hands or at a poll, the Chair shall not be entitled to a second or deciding vote.
29.01 Ratification and strike votes held pursuant to the Ontario Labour Relations Act shall be conducted by secret ballot voting for which no voting by proxy will be permitted.
29.02 Such ratification and strike votes shall be held on such dates and in such manner as determined by the Board of Directors, subject to the requirements of the Ontario Labour Relations Act.
29.03 All such votes shall be counted in the presence of at least one duly appointed scrutineer.
30.01 In these By-laws and in all other By-laws of the Association hereafter passed words importing the singular shall include the plural and words imparting the masculine gender shall include the feminine and neuter gender, as the case may be and vice versa, and references to persons shall include individuals, corporations, partnerships, trusts and unincorporated associations.
31.01 Deeds, transfers, licences, contracts and engagements and all other documents requiring execution by the Association shall be signed by either the President or Vice-President and by the Secretary/Treasurer, and the Secretary/Treasurer shall affix the seal of the Association to such instruments as require the same.
31.02 The Board may from time to time appoint any officer or officers or any person or persons either to sign documents generally or to sign specific documents on behalf of the Association.
31.03 The President, Vice-President and Secretary/Treasurer, or any one of them, or any person or persons from time to time designated by the Board of Directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the Association in its corporate or any other capacity or as a trustee or otherwise and may accept in the name of 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 transfers 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 any attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
32.01 The Directors shall see that all necessary books and records of the Association required by the By-laws of the Association or by any applicable statute or law are regularly and properly kept.
33.01 The Directors may from time to time a) borrow money on the credit of the Association; or b) issue, sell or pledge securities of the Association; or c) charge, mortgage, hypothecate or pledge all of or any of the real or personal property of the Association, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Association.
33.02 From time to time the Directors may authorize any Director, Officer or employee of the Association or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Association as the Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association.
34.01 The fiscal year of the Association shall commence on July 1st and terminate on June 30th of each year.
35.01 All cheques, bills of 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 of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Association through its members 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 deposit” with the bankers of the Association by using the Association’s rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance 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 the bank’s forms of settlement of balances and release or verification slips.
36.01 Any notice to be given, sent, delivered or saved pursuant to the Corporation Act, the letters patent, the by-laws or otherwise to a member, Director, Officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his/her last recorded email or other address or if mailed to him at his/her last recorded address by any means of prepaid transmitted or recorded communication. A notice shall be deemed to have been given when it is delivered personally or at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary/Treasurer may change or cause to be changed the recorded address of any member, Director, Officer or in accordance with any information believed by him to be reliable.
37.01 Every Director and Officer of the Association and his/her heirs, executors and administrators, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association only from and against: all costs, charges and expenses whatsoever that such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him/her in or about the execution of the duties of his/her office; and all other costs, charges and expenses he/she sustains or incurs in or about or in relation to the affairs of the Association, except such costs, charges or expenses as are occasioned by his/her own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Association.
Enacted as By-Law No. 1 by the Directors of the Association at a meeting duly called and regularly held and at which a quorum was presented on the 22nd day of September, 2008.