ERLWYN DRIVE RESIDENTS ASSOCIATION
DRAFT - CONSTITUTION ( May 2004 )
The "Erlwyn Drive Residents Association" (EDRA) has been founded for all property owners having deeded access to the 66
foot wide Right-Of-Way (ROW) known as Erlwyn Drive. EDRA is a Not-For-Profit Corporation without share capital, which owns
and manages the land on the said ROW.
Erlwyn Drive, Municipality of Smith-Ennismore-Lakefield, Province of Ontario, mailing location being Ennismore, Ontario,
- Registered property owners that have deeded access to the ROW know as Erlwyn Drive, and pay dues to EDRA for management
of the said ROW.
- The registered property must contain a seasonal or year round residence. Each qualifying registered property shall be
entitled to one vote.
- The registered property owner(s) shall identify in writing on the membership application any designate(s). A designate
must be a regular user of the property registered to the owner making the designation. These persons shall be referred to
as "Voting Members".
- Application for membership shall be made to any Director, accompanied by the current years dues.
- The membership year runs from the date of the Annual Meeting in August to the date of the Annual Meeting in August of
the following year.
- Annual Membership renewal fees should be paid at the Annual General Meeting, members not attending the meeting shall promptly
forward a cheque to EDRA. The directors shall set the Annual Membership fee and any other fees that may be required from time
to time for the management of the ROW.
- A member deemed in default shall automatically lose voting privileges until such time as all fees have been paid in full.
Should the fees be one year or more in arrears, the fees shall be registered against the property, with the owner bearing
all the costs of registration and interest penalty.
- The financial year shall commence August 1st and end July 31st
- There must be an annual audit of the financial operation of the Association either by a CA or CGA or by signed statement
from three Directors of the Association.
- An Annual General Meeting shall be held at 2pm on Saturday of the August Civic Holiday Weekend for the purpose of receiving
reports and of electing the Directors for the ensuing term, and for the transaction of any other business.
- The Annual General Meeting Notice and Agenda will be posted at least 14 days prior to the meeting, by either mail or e-mail.
- Attendance of 50 percent of voting members shall constitute a quorum for the holding of any General Meeting.
- Each eligible registered property shall have one vote at the Annual General Meeting or any other General Meeting, provided
that the membership is in good standing prior to the meeting. Motions shall be determined by a simple majority of votes either
by a show of hands or by secret ballot.
- At least 50 percent of the total membership must vote in favour of a transaction before it can be passed. Proxy voting
on agenda items must be received prior to a meeting, and may be forwarded via telephone, e-mail or Canada Post.
- In electing the Directors, where more than the required number of Directors are nominated and stand for election, the
election can be by secret ballot if requested by any member.
- A Treasurers report will be provided at each EDRA Meeting.
- No alcoholic beverages will be consumed during an EDRA meeting.
- Requesting A Special Meeting
- Five voting members may requisition Directors to call a special meeting of the membership for any purpose connected with
the affairs of EDRA.
- The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the
requisitionists and delivered to the directors.
- Upon deposit of the requisition the directors shall call forthwith the meeting of the membership for the transaction of
the business stated in the requisition.
- If within 35 days from the date of the deposit of the requisition the directors do not call and hold the meeting, any
of the requisitionists may call such meeting, which shall be held within 60 days from the date of the deposit of the requisition.
- Proxies: Should any voting member wish to vote on the proposed items on the agenda prior to the meeting, this can ONLY
be done by contacting the Board of Directors by e-mail, fax, or Canada Post prior to the meeting.
- The Board of Directors shall have five Directors; consisting of a President, Vice-President, Secretary, Road Supervisor
- Directors must be registered property owners in the jurisdiction or their designate. There may only be one director per
- Directors are voted in for a two-year term.
- The President and Vice President positions can only be held for a maximum of two consecutive two-year terms.
- Between Annual General Meetings, the general management and control of the affairs, funds and property of the Association
shall be vested in the Directors, subject only to the Constitution and decisions taken by majority vote of the members at
any General Meeting.
- Three Directors shall constitute a quorum for the transaction of business of the Directors provided a reasonable effort
has been made to notify all of the Directors accordingly. At least three Directors must vote in favour of a transaction before
it can be passed. In the event of a tie, the issue will be presented for membership vote. Communication and voting may be
conducted by telephone, e-mail or by attending the meeting.
- By utilizing their standard voting procedures, Directors may replace Directors positions that have been vacated.
- Remuneration: Directors shall serve without remuneration, salary or profit. However, Directors may be reimbursed for reasonable
expenses incurred in the performance of their duties.
All Directors of the Association and their heirs, executors, administrators and
their estates and effects respectively, shall at all times be indemnified and saved harmless
out of the funds of the Association from and against
- all costs, charges and expenses whatsoever which the Director or Officer sustains or incurs in or about any action, suit
or proceeding which is brought, commenced or prosecuted against him or her for, or in respect of, any act, deed matter or
things whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office
- and all other costs, charges and expenses which the Director or Officer sustains or incurs in or about or in relation
to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
The Association may also indemnify any Director in such other circumstances as the Law may permit or require. Nothing in
this Constitution and/or Bylaws shall limit the right of any person entitled to indemnity to claim indemnity apart from the
provisions of this Constitution and/or Bylaws to the extent permitted by Law.
- The funds of the Association shall be in the keeping of the Treasurer who shall deposit these in a chartered Canadian
Bank or Trust Company and shall make payments for the Association by cheque on the said bank account, with the exception of
petty cash payments which will be accounted for by the Treasurer.
- The signing officers are the President, Vice-President and Treasurer. All cheques must have two signatures, one of which
must be the Treasurer.
- An EDRA "Work Application" Form must be submitted and approved prior to receiving or paying for any goods or services.
The Directors may appoint Standing Committees and Special Committees as required, to assist them in the management of Erlwyn
When EDRA members sell their deeded access properties, they shall advise the purchaser that Erlwyn Drive is a private Right-of-Way
owned by the Erlwyn Drive Residents Association, and that they are obligated to pay fees towards its maintenance
Structures Placed on the 66 foot ROW Prior to Purchase by EDRA
- Any structure or other material located on the ROW, prior to EDRA purchasing the ROW, will be grandfathered. However;
subject to a membership vote, EDR reserves the right to request the reconfiguration, relocation or removal of any of those
items for the improvement or safety of the ROW.
- Grandfathered items may not be expanded, altered or replaced
Activity After Purchase of ROW by EDRA
- No buildings, fences or other structures may be erected, in part or in whole on the 66 foot ROW know as Erlwyn Drive.
Amendments to the Constitution may only be made at the Annual General Meeting, or at any general meeting properly called,
and members must be notified at least 14 days before the meeting. Any amendment to the Constitution must be passed by 75 %
of the total membership.