Bylaws

Article 1 – Definitions

1.0 In these By-Laws:

1. “Association” means Rental Housing Providers of PEI Inc.
2. “Board” means the board of Directors of the Association.
3. “Directors” means the directors of the Association.
4. “Member” means any Member of the Association whose membership is paid in full and in good standing with the Association.

Article 2 – Head Office

2.0 The head office of the Association shall be in the Province of Prince Edward Island, at such place therein as the Directors may from time to time determine.

Article 3 – Seal

3.0 The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Association.

Article 4 – Aims, Objectives and Purposes

4.0 The aim and purposes of the Association shall be to:

1. do all the things necessary to promote interest in residential rental real estate in all its aspects and to advance and improve relations of the members of the Association with the public;
2. provide a means of exchange of business information with and among Members of the Association;
3. provide a unified voice for rental property owners, to make representations to legislative and civic bodies on proposed and existing legislation to ensure that rental property owners are fairly and properly represented; and
4. provide information seminars and bulletins, as may be requested by the Directors and/or Members, from time to time, to better enable the operation of the individual members’ business according to sound business and accounting principles.

Article 5 – Privileges and Obligations of Members

5.0 Privileges and obligations of Members include:

1. where a Member is a partnership or corporation, such entity shall advise the Secretary, in writing, of the voting representative of such entity and such voting representative, only, shall have the right to exercise the voting privileges.
2. only Members and voting representatives of Members, whose membership dues are paid in full, shall be entitled to be elected Directors or Officers of the Association.
3. all Members shall be subject to these By-laws and the regulations of the Association apply to them.

Article 6 – Board of Directors

6.0 The affairs of the Association shall be managed by a board of directors of no less than three (3) and not more than seven (7) Directors, each of whom shall be elected until the end of their term, at which time the term of the office shall terminate, or until a successor has been duly elected and qualified.

6.1 The office of a Director of the Association shall be vacated if such Director:

1. becomes bankrupt or is declared insolvent;
2. becomes of unsound mind;
3. has been convicted of a criminal offense, fraud or negligence;
4. resigns office by notice in writing to the Association;
5. ceases to be a Member;
6. has been absent, without being excused by resolution of the Board, from four (4) consecutive meetings of the Board; or
7. demonstrates such unprofessional conduct that violates the Association’s Code of Conduct and/or is deemed to be embarrassing to the Association or impairs the Association’s brand.

6.2 Any vacancy occurring among the Directors may be filled by the Directors, but any person so chosen shall retain office only so long as the vacating Director would have held the same, if no vacancy had occurred.

6.3 The Members of the Association may, by resolution passed by the majority of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any Director before the expiration of such Director’s term of office, and may, by majority of the votes cast at that meeting, elect any qualified person in the stead of such Director for the remainder of the term.

Article 7 – Election and Term of Director

7.0 At each annual meeting of the Members, any Directors nominated for election shall be elected each for a term of one (1) year to hold office until the next annual meeting of the members next following their election and until their successors have been duly appointed.

Article 8 – Quorum and Meeting of Board of Directors

8.0 Fifty percent (50%) of the number of Directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board may hold its meetings at such place or places as it may, from time to time, determine. No formal notice of any such meeting shall be necessary if all the Directors be present, or if those absent have communicated their consent to the meeting being held in their absence. Meetings of the Board may be formally called by the President, a Vice-President or by any two Directors or by the Secretary on direction from any of the foregoing. Notice of such meetings shall be delivered, telephoned, emailed or mailed to each Director not less than five (5) days before the meeting is to take place.

Article 9 – Errors in Notice, Board of Directors

9.0 No error or omission in giving such notice for a meeting of the Board shall invalidate such meeting or invalidate or make void any proceedings taken or had at such. Any Director may, at any time, waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

Article 10- Voting, Board of Directors

10.0 Every Director is entitled to one vote at a meeting of the Board. Questions arising at any meeting of the Board shall be decided by a majority of votes cast by the members of the Board.

Article 11 – Powers of Directors

11.0 The Board shall have full power with respect of all affairs of the Association and no by-law or resolution passed or enacted by the Board, or any other action taken by the Board, requires confirmation or ratification by the Members in order to become valid or to bind the Association, unless such confirmation or ratification is required by statue.

Article 12 – Remuneration of Directors

12.0 The Directors shall receive no remuneration for acting as such, but shall be entitled to compensation for any reasonable expenses incurred by them upon proof of such expenses.

Article 13 – Committees

13.0 The Board may appoint such Committees as it, from time to time, considers advisable.

Article 14 – Officers of the Association

14.0 There shall be a President, a Past President, a Vice-President, a Secretary, and a Treasurer or in lieu of a Treasurer a Secretary-Treasurer, and such other officers as the Board may determine from time to time. Any person may hold more than one office except no person may hold the office of President and Vice-President or the offices of President and Secretary. The officers shall be elected or appointed by the Board from among their number at the first meeting of the Board after each election of Directors, provided that in default of such election the then incumbents, being members of the Board shall hold office until their successors are elected. Any officer may be removed from office by the Board which may fill any vacancy so occurring for the remainder of the term of such officer.

Article 15 – Duties of President and Vice-President

15.0 The President, subject to the authority of the Board, shall manage and direct the business and offices of the Association as the Board may, from time to time, determine (except for such matters and duties as must, by law, be transacted or performed by the Board or by the Members). The President shall report on the affairs of the Association as may be required, from time to time, by the Board. The President shall, when present, preside as Chairperson at all meetings of the Members of the Association and Board. The President, subject to the authority of the Board, shall have general supervision of the affairs and business of the Association. The President with the Secretary, or other officer appointed by the Board for that purpose, shall sign all by-laws. The President shall be ex-officio, a member of all Committees. The President shall perform such other duties as may, from time to time, be determined by the Board. During the absence or inability of the President, the President’s duties and powers may be exercised by the Vice-President or such other Officer in order of seniority, as determined by the Board, or such other Directors as the Board may, from time to time, appoint for that purpose, and if the Vice-President, or such other Director shall exercise any duty or power, the absences or inability of the President shall be presumed with reference thereto.

Article 16 – Duties of the Treasurer

16.0 The Treasurer shall be responsible for:

1. keeping full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all moneys 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,
2. disbursing the funds of the Association, under the direction of the Board, taking proper vouchers thereof and shall render to the Board at the regular meetings thereof, or whenever required, an account of all transactions as Treasurer and of the financial position of the Association, and
3. performing such other duties as may, from to time, be determined by the Board.

Article 17 – Duties of the Secretary

17.0 The Secretary shall be ex-officio clerk of the Board who shall:

1. attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for the purposes;
2. give all notices required to be given to Members and to Directors;
3. be the custodian of the seal of the Association and of all books, papers, records, contracts and other documents belonging to the Association which shall be delivered up only when authorized by a resolution of the Board and to such person or persons as may be named in the resolution; and
4. perform such other duties as may from time to time be determined by the Board.

Article 18 – Duties of Other Officers

18.0 The duties of all other officers of the Association shall be such as the term of their engagement call for or the Board requires of them.

Article 19 – Execution of Documents

19.0 Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Association may or shall be executed.

Article 20 – Members
20.0 Each Member shall be entitled to receive notice of, attend and vote at all meetings of Members. Each Member shall have one vote

Article 21 – Admission of Members

21.0 Members shall be admitted in accordance with processes put in place from time to time by the Board.

Article 22 – Termination of Membership

22.0 The membership of a Member shall cease if:

1. such person no longer fulfills the conditions set for Membership by the Board from time to time,
2. becomes bankrupt or is declared insolvent;
3. if he dies or is of unsound mind;
4. member is in arrears for more than thirty (30) days in respect of dues or any other amount payable to the association;
5. if he is convicted of theft or any criminal offence of which fraud is an ingredient; or
6. such Member gives written notice of resignation;.

Article 23 – Annual and Other Meetings of Members

23.0 The annual or any other general meeting of the Members shall be held where the Board may determine and on such day as the Board shall appoint.

23.1 At every annual meeting, in addition to any other business that may be transacted, the report of the Board, the financial statement and report of the auditors shall be presented and the directors shall be elected. The Board or the President or a Vice-President shall have the power to call at any time a general meeting of the Members. No public notice nor advertisement of Members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each Member by sending the notice by prepaid mail or facsimile or email ten (10) days or more before the time fixed for the holding of such meeting.

Article 24 – Error of Omission in Notice

24.0 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Members shall invalidate such meeting or make void any proceedings taken thereat and any Member may at time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of any Member, Director or Officer shall be at such person’s last address recorded on the books of the Association.

Article 25 – Adjournments

25.0 Any meeting of the Members or of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum be present.

Article 26 – Quorum of Members

26.0 A quorum for the transaction of business at any meeting of Members shall consist of not fewer than five (5) of the Members including those presented by proxy.

Article 27 – Meeting of Members

27.0 The ordinary or annual general meeting of the Association shall be within five (5) months after the end of each fiscal year.

Article 28 – Voting of Members

28.0 At all meetings of Members every question shall be decided by a majority of the votes of the Members voting and represented by proxy unless otherwise required by the by-laws of the Association.

Article 29 – Auditors

29.0 The Members shall, at each annual meeting, appoint an auditor or auditors of the Association, and in default of such appointment, the Board shall make such appointment. Any auditor appointed shall hold office until the next annual meeting.

Article 30 – Fiscal Year

30.0 The fiscal year of the Association shall end on December 31 in each year.
Article 31 – Indemnification and Protection of Directors and Officers

31.0 All Directors or Officers and their 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 Association, from and against:

1. all costs, charges and expenses whatsoever that such person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such person for or in respect of any acts, deeds, matters or thing whatsoever, made, done or permitted by such person in or about the execution of the duties of the office; and
2. all other costs, charges and expenses that such person sustains or incurs in or about in relation to the affairs of the Association except such costs, charges or expenses as an occasioned by such person’s own willful neglect.

Article 32 – Amendment of By-laws

32.0 These By-laws may be amended by a special resolution passed at a meeting of the Members of the Association. Notice of such meeting shall specify that an amendment of the By-laws is proposed and shall contain the text of the proposed amendment.