By-Laws - Meetings of the Membership

8.1 Annual Meetings

The Annual Meeting of the members shall be held each year, at a time, place and date determined by the Board for the transaction of the following business:

a) approval of the minutes of the previous Annual Meeting;

b) receiving reports of the activities of the Association during the preceding year, the annual financial statements and the report of the auditors;

c) the appointment of auditors for the current year;

d) the election of such directors as are to be elected at such Annual Meeting;

e) transaction of any other business, which is pertinent to the interests of the membership and which may properly come before the Annual Meeting.

8.2 General Meetings

A General Meeting of the membership may be called at any time by a majority of the Board or by the members as provided in the Corporations Act. The business to be transacted at a General Meeting shall be limited to that specified in the notice calling the meeting.

8.3 Notice

8.3.1 Annual Meetings

Notice of the Annual Meeting shall include the agenda and time and place of meeting and shall be sent to members not less than twenty-one (21) days prior to the meeting.

8.3.2 General Meetings

Notice of General Meetings shall include the agenda and time and place of meeting and shall be sent to members not less than twenty-one (21) days prior to the meeting.

8.3.3 Address of Members

For the purpose of sending notice to any member, the address shall be his last address recorded on the books of the Association.

8.3.4 Error or Omission in Notice

No error or omission in giving notice of any Annual or General Meeting or any adjourned meeting, whether Annual or General, shall invalidate such a meeting or make void any proceedings taken thereat.

8.4 Quorum

A quorum for an Annual or General Meeting shall be the presence of twenty (20) members eligible to vote either present in person or represented by proxy and at least a majority of whom shall not be directors of the Association, provided, however, that in no event can any meeting be held unless there are fifteen (15) members present in person. No business shall be transacted in the absence of a quorum except to make measures to obtain a quorum, to fix the time to which to adjourn, or to take a recess.

8.5 Voting Rights

Each Annual Member, Life Members and Member(s) included under a Household Membership shall be entitled to one vote, either by being present in person or being represented by proxy.

8.6 Voting Procedures

A majority of votes cast by members entitled to vote, unless otherwise required by the Corporations Act or the by-laws of the Association, shall decide every question proposed for consideration at a meeting of members. In the case of an equality of votes, the Chairperson presiding at the meeting has a second or casting vote. At all meetings of members, every question shall be decided by a general show of hands, unless a specific count or unless a poll (a secret ballot) is required by the Chairperson or requested by any member entitled to vote. Whenever a vote by show of hands has been taken upon a question, unless a specific count or a poll is requested or required, a declaration by the Chairperson that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Association is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

8.7 Proxies

Every member entitled to vote at meetings of members may, by means of a proxy, appoint a person who need not be a member as his nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be in writing, shall be executed by the member entitled to vote or his attorney authorized in writing, and ceases to be valid one year from its date. Subject to the requirements of the Corporations Act, a proxy may be in such form as the Board may from time to time prescribe or in such other form as the Chairperson of the meeting may accept as sufficient, and shall be deposited with the Secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Board may prescribe. In this regard, the Board shall have the option to pass a resolution to fix a time not exceeding forty-eight (48) hours (excluding Saturdays and holidays) preceding an Annual or General Meeting, before which time proxies to be used at that meeting must be deposited with the Association. Any period of time so fixed shall be specified in the notice calling the meeting.

8.8 Adjournments

Any Annual or General Meeting of the Association may be adjourned at any time and from time to time and such business may be transacted at such adjourned meetings as might have been transacted at the original meetings from which such adjournment took place. No notice shall be required of any such adjourned meeting.

Such adjournment may be made notwithstanding that no quorum is present.

8.9 Requisition by Members

Subject to the provisions of the Corporations Act, on the written requisition of the voting members, the Board will either give to members notice of any resolution that is intended to be moved at the next meeting of members, or circulate a statement to members with respect to the matter referred to in any proposed resolution or with respect to the business to be dealt with at the next meeting of members.