Membership in the Association shall consist of such individuals, partnerships and corporations as are admitted pursuant to Article 1.04 herein.

An individual, partnership or Corporation engaged in Ontario in the business of selling, erecting, installing, altering, repairing, servicing or maintaining refrigeration and/or air conditioning equipment in connection with Industrial, Commercial or Institutional (ICI) and/or Residential (Res) projects may be admitted as a member of the Association pursuant to the application procedures in Article 1.04 of this by-law.

A member shall maintain and control complete refrigeration and/or air conditioning installation and service facilities with a full time, qualified*, journeyman within the same establishment.

A member shall be fully competent himself or have in his full-time employment, personnel competent in all phases of of the refrigeration and/or air conditioning business in which he operates.

A member shall have an established location, known to the public, where he transacts his business and shall be duly registered under applicable Government regulations.

A member shall submit company name, address and telephone number of head office and each branch office and name of appointed delegate, when requested for Association records and publication in the Association's directory.

Only one individual from a partnership or corporation may hold office as a Director on the Board of Directors at any one time.  A corporation includes its parent corporation and any subsidiary corporation(s).

As individual, partnership or Corporation unable to qualify under the qualification provisions of this by-law but able to contribute to the efficiency of the Association may be admitted as an Associate Member of the Association upon a two-thirds (2/3) affirmative vote of the Board of Directors.

An Associate Member shall be entitled to participate in the activities of the Association, but shall not as such be entitled to vote or hold office.

Honourary membership may be conferred by a majority affirmative vote of the Board of Directors upon any individual who has rendered distinguished service to the Association or to the industry as a whole.

An honourary member shall be entitled to participate in the activities of the Association, but shall not as such be entitled to vote or to hold office and shall not be required to pay dues.

An applicant for a class of membership which requires a prior application shall apply for membership on a form to be prescribed from time to time by the Board of Directors.  When completed, this membership form shall be submitted to the office of the Association together with a cheque for the requisite membership fee, payable to "Ontario Refrigeration & Air Conditioning Contractors Association", together with a proof of liability insurance.

All applications for membership shall be made to the central office of the Association where they shall be processed without undue delay and in such a manner as is prescribed from time to time by the Board of Directors.

Final acceptance of an applicant shall require an affirmative vote of no less than eight (8) members of the Board of Directors.  While awaiting acceptance by the Board of Directors, an applicant may attend Association meetings but shall not have voting privileges.

Each applicant shall be promptly informed by the senior staff officer of his final acceptance or non-acceptance.

Any class of member may resign provided his resignation is submitted to the Board of Directors in writing by registered mail.

A membership of any class shall terminate upon the death of a member who is an individual, upon the dissolution of a partnership which is a member and upon the dissolution of a Corporation which is a member.

A membership of any class shall terminate upon receipt by the senior staff officer of the Association of a resignation in writing.

If two or more members amalgamate or merge, the amalgamated or merged company shall make formal application for membership as defined in Section 1.04.01 under the new merged name.  Upon acceptance of the application by the Board of Directors, the new company shall have full voting rights but no membership fee will be required to be paid for the balance of the financial year, provided an annual fee has already been paid for the period in question by at least one (1) of the participants in the amalgamation or merger.

A membership of any class shall terminate if a member shall become insolvent or bankrupt or go into liquidation either voluntarily or under an order of a court of competent jurisdiction, or make a general assignment for the benefit of creditors.

A membership of a class which is required to pay dues can be terminated or have its Association privileges restrained or suspended and/or have its name removed from the register of the Association for default of dues at the discretion of the Board of Directors.

A member of any class may be cited by the Board of Directors if, in the opinion of the Board, such member's conduct has been detrimental to the interests or reputation of the Association.

Prior to any action by the Board of Directors under Section 1.07.01, the Board shall cause notice of a hearing to be delivered by registered mail, at least thirty (30) days before the hearing, to the member in respect of whom action is proposed to be taken.  Such notice shall set out the time and place of such hearing.

The member in question shall have the opportunity to be heard by the Board of Directors personally or through his representative or to submit a written statement.

If the Board of Directors decides that discipline is necessary, the member shall be reprimanded, suspended, or expelled, as determined by a two-thirds (2/3) affirmative vote of the Board.  Such member shall have no recourse in any case against the Board of Directors, or any member thereof, in respect of any matter arising therefrom.

No accusing or accused member or representative shall be entitled to vote on the question of any such discipline, and any members of the Board of Directors disqualified under this by-law shall not be counted as a member of the Board for the purpose of arriving at the two-thirds (2/3) majority referred to in Section 1.07.04.

Notice of any action taken by the Board of Directors terminating the membership of a member shall be given to the member in question by registered mail.

Any former member which has been expelled may be reinstated upon application made as provided by this by-law, and upon approval by the vote of two-thirds (2/3) of the entire Board of Directors.

The Board of Directors of the Association shall be composed of one (1) ex officio member and twelve (12) elected members of whom a majority shall constitute a quorum for the transaction of business at any meeting of the Board. The Board of Directors, from time to time, may appoint non-member ex-officio(s) to the board as non-voting members

Each member of the Board of Directors at the time of his election and throughout his term of office, must be a member of the Association in good standing, or partner in, or officer or employee of, a member of the Association in good standing.

Members Board of Directors shall be composed as follows: the Immediate Past President, who shall be the ex officio member of the Board, the President of the Association, the Vice-President of the Association, the Treasurer of the Association, and nine (9) other elected members

A Board of Directors of the Association shall elect or appoint from among its Members, the President of the Association, the Vice President of the Association, the Treasurer of the Association and the Director of Labour Relations of the Association.

Members of the Board of Directors shall be elected to hold office for a term of two (2) years or until their successors shall have been elected or appointed. Six (6) members of the Board of Directors shall be elected annually at the Annual General Meeting of the Association. All members of the Board of Directors then in office and who have completed their term of office shall retire, but if qualified shall be eligible for re-election.

A member of the Board of Directors may resign at any time by sending his resignation in writing by registered mail to the Board of Directors. Such resignation shall take effect one (1) week after the deposit of the written resignation into the custody of Canada Post Corporation, notwithstanding that it shall not have been considered or accepted by the Board in the meantime, or it shall take effect at such earlier date as the Board may accept such resignation.

As long as a quorum of Directors remains in office, if a vacancy occurs in the Board of Directors, however caused, it may be filled at the discretion, except as set out herein, of the Board. If more than one vacancy exists and more than ninety (90) days of the Association year still remain, then formal nomination and election procedures shall be followed as set out in Sections 2.05 and 2.06. If fewer than ninety (90) days of the Association year remain, the Board of Directors may at its discretion invite members to participate in their meeting to elect or appoint a Director to fill the vacancy, but such persons shall have no vote. Members of the Board of Directors appointed or elected to serve during the life of the Board will do so for only the balance of the term at the end of which they shall resign but shall be eligible for election for a subsequent period if qualified.

Members of the Association may by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which at least thirty (30) days' notice specifying the intention to pass such resolution has been given, remove any member of the Board of Directors before the expiration of his term and may by a majority of the votes cast at that meeting elect any voting member of the Association in good standing, or a partner in, or officer or employee of, a voting member of the Association in good standing in his stead for the remainder of his term.

Members of the Association qualified to vote for election of members of the Board of Directors, or partners in, or officers or employees of, members of the Association qualified to vote for election of members of the Board of Directors, shall be qualified to make nominations for that office.

A slate of proposed members of the Board of Directors to hold office shall be prepared by the Nominating Committee of the Association and made available for distribution to the general membership of the Association at least thirty (30) days before the annual meeting of the Association.

All persons nominated shall have been approached and their agreement to serve if elected shall be obtained before their name is placed in nomination.

Nominations for members of the Board of Directors additional to those proposed by the Nominating Committee may be submitted provided they are proposed and seconded by members in good standing of the Association, the individuals so nominated have agreed to serve if elected and their nominations are submitted to the office of the Association at least fifteen (15) days before the annual meeting of the members of the Association.

A final slate of nominated members of the Board of Directors shall be prepared for distribution to each member in good standing of the Association at the annual meeting of the Association. No further nominations may be made from the floor of the annual meeting.

When the number of nominees is limited to the number of persons required to fill all vacancies on the Board of Directors, election shall be by resolution.

If the number of nominees exceeds the number required to fill the vacancies on the Board of Directors, election shall be by written ballot distributed to all members of the Association attending the annual meeting. Two scrutineers shall be appointed at the meeting in accordance with Section 10.07.01 of this by-law. The Board of Directors' vacancies shall be filled by the nominees receiving the most votes. In the case of a tie for the final Board of Directors' vacancy, a run-off ballot shall be held.

In cases of the need for an election of two or more persons to fill vacancies on the Board of Directors which occur during the year, the names of those nominated by the Nominating Committee of the Association shall be sent to the membership of the Association which will have fifteen (15) days from the date the notice is mailed in which to submit further nominees who have been proposed and seconded by members in good standing of the Association and who have agreed to serve if elected. If no additional nominations are received by the office of the Association at the end of the fifteen (15) day period, it will be assumed that the proposals of the Nominating Committee are accepted and its nominees will be considered to have been acclaimed. If additional nominations are received, a ballot will be prepared and sent to each member of the Association to register his vote. Fifteen (15) days from the date the ballot is mailed will be allowed for its return to the office of the Association at the end of which period the nominees receiving the most votes according to the returned ballots will be considered to have been elected. In the case of a tie, the matter will be decided by the majority vote of the members of the Board of Directors.

In addition to the six (6) members of the Board of Directors elected for a two (2) year term pursuant to s.2.04.01, in the year 2004 only, six (6) members of the Board of Directors shall be elected for a term of one (1) year or until their successors shall have been elected or appointed. All members of the Board of Directors shall be elected at the Annual General Meeting of the Association. All members of the Board of Directors then in office and who have completed their term of office shall retire, but if qualified shall be eligible for re-election.

No liability shall be incurred in the name of the Association by any member, officer, committee, or other person without prior written authorization from the Board of Directors.

All members of the Board of Directors or members of any committees thereof or task groups shall, in anything that they may do for the Association, serve it gratis. It shall be permissible for the Board of Directors to authorize payment of necessary expenses in such cases and under such circumstances as may be deemed advisable.

Subject to the provisions of the Corporations Act as amended from time to time or any Act that may hereafter be substituted (the “Act”), no Director or officer or employee of the Association shall be liable for the acts, receipts, neglects or defaults of any other officer or Director or employee or for joining in any receipts or other acts for conformity, or for any loss or expenses happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any persons with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonest.

Every Director and officer of the Association and his heirs, executors, administrators, estate and effects, respectively be and the same are hereby indemnified and saved harmless out of funds of the Association, from and against (A) all costs, charges and expenses whatever which such Director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for in respect of any act, deed, matter or thing, whatever made, done or permitted by him, in or about the execution of the duties of his office, and (B) all other costs, charges and expenses he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses are occasioned by his own wilful neglect or default.

Subject to the Act, the Association may purchase and maintain such insurance and bonding for the benefit of its Directors and officers and general membership as the Board of Directors may from time to time determine.

The affairs of the Association shall be managed and conducted by the Board of Directors in accordance with the Constitution and by-laws of the Association, provided that the day-to-day operations and such other duties as may be appropriately assigned from time to time may be vested with the officers of the Association.

The Board of Directors may from time to time pass rules and regulations to carry out the objectives of the Association, and to manage and conduct the affairs of the Association.

There shall be an Immediate Past President, a President, a Vice-President, a Treasurer of the Association and such other officers of the Association as the Board of Directors may determine by by-law from time to time.

For just and proven cause, the Board of Directors may suspend any officer of the Association. If removal is proposed the procedures set out in Section 2.04.04 of this by-law are to be followed.

The President shall be the Chief Executive Officer of the Association and, subject to the authority of the Board of Directors, shall be charged with the general supervision of the affairs and business of the Association.

The President shall be an ex officio member of all committees, if any, of the Board of Directors.

The Vice-President in the absence of the President shall be vested with all the powers of the President and shall perform all the duties as may from time to time be assigned by the Board of Directors. The Vice-President must also agree to accept the appointment to President of the Association when the incumbent President leaves the office subject of course to unforeseen changes in the circumstances of the President.

The outgoing President shall be the Immediate Past President.

The Immediate Past President shall hold office for one (1) term; except where a President is elected for a consecutive term, whereupon the then incumbent Immediate Past President shall hold such office as such for a further term.

The duties of the Secretary of the Association shall be filled by a senior staff person or a designate, upon resolution of the Board of Directors.

The Secretary shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose; he shall give all notice required to be given to the members and Directors; he shall be custodian of the seal of the Association and of all the books, papers, records, correspondence, contracts, and other documents belonging to the Association, which he shall delivery only when authorized by a resolution of the Board of Directors so to do, and to such person or persons as may be named in the resolution; and he shall perform such other duties as may from time to time be determined by the Board of Directors.

He shall attend all meetings of the Association, the Board of Directors and all Committees of the Board, or the membership of the Association, and shall record the terms of reference of all such Committees of the Board of Directors; and shall conduct all correspondence and carry into execution all orders to votes, resolutions and policy decisions not otherwise committed or charged to other officers of the Association.

The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all monies or other available 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 of Directors; he shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers therefor, and shall render to the Board of Directors at the regular meetings thereof, or whenever required of him, an account of his transactions as Treasurer and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board of Directors. Upon resolution of the Board of Directors, the duties of the Treasurer may be delegated to the senior staff officer but in no case may the Treasurer be relieved of accountability to the Board for the proper receipt and disbursement and maintenance of books of record of the funds of the Association.

The Director of Labour Relations, subject to directions given by the Board of Directors, shall direct all Labour Relations matters of the Association.

The Director of Labour Relations will, from the Members of the Association, appoint Labour Relations Negotiating Committees to conduct negotiations of all Collective Agreements.

The Director of Labour Relations will be the Chair of all Negotiation Committees.

The senior staff officer of the Association shall be given whatever title the Board of Directors deems descriptive of the required job and shall be appointed by the Board of Directors as Secretary of the Association.

The senior staff officer shall have charge of the day-to-day management of the Association under direction of the Board of Directors and shall report to the President and keep him advised of all matters concerning the interests of the Association.

The senior staff officer shall collect all annual fees and all other income of the Association depositing such funds to bank accounts established by authorization of the Board of Directors and in the name of the Association.

At its meeting immediately after the annual meeting of members, the Board of Directors shall appoint the Finance Committee, the Nominating Committee, the Labour Relations Committee and such standing committees that the Board in its discretion determines are required.

The Board of Directors shall appoint the Chairman of any committee appointed.

The Finance Committee shall be composed of the Treasurer, the President, and two (2) other members of the Board of Directors appointed by the Board.

Subject to the authority of the Board of Directors, the Finance Committee shall control and supervise the financial affairs and records of the Association; shall investigate and report on all financial requirements and expenditures of the Association; and shall prepare a budget for consideration by the Board of Directors at the meeting of the Board of Directors immediately after the annual meeting of the members of the Association.

In the absence of an active Finance Committee, its duties and responsibilities shall be assumed by the Board of Directors.

The Nominating Committee shall be composed of the Immediate Past President and his choice of any two (2) Past Presidents who are members, or partners in, or officers or employees of, a member in good standing of the Association.

The Nominating Committee shall prepare at the appropriate times a slate of proposed members of the Board of Directors.

In the absence of an active Nominating Committee, its duties and responsibilities shall be assumed by the Board of Directors.

The Director of Labour Relations will appoint distinct Negotiations Committees to negotiate the ICI and the Res Collective Agreements.

Meetings of the Board of Directors shall be held from time to time at such place, at such time and on such day as the President or the Vice-President or any two (2) Directors, may determine, and the Secretary shall call meetings when directed or authorized by the President or by the Vice-President or by any two (2) Directors. Notice of every meeting so called shall be given to each Director not less than seventy-two (72) hours before the time when the meeting is to be held. Notice of any meeting of Directors may be waived or the time for the notice may be waived or abridged with the consent in writing of all the Directors, whether before or after the time prescribed. No notice of a meeting is necessary if all the Directors are present and consent to the holding of the meeting.

The Board of Directors may appoint a day or days in any month of months for regular meetings at a place and hour to be named. A copy of any resolution of the Board of Directors fixing the place and time of regular meetings of the Board of Directors shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting provided such copy of such a resolution has been mailed to all Directors at least seven (7) days prior to the day appointed for the first such regular meeting to be held pursuant to such resolution.

 Each newly elected Board of Directors may without notice, hold its first meeting for the purpose of organization and if necessary the election and appointment of officers immediately following the meeting of members at which such Board of Directors was elected, provided a quorum of Directors be present. To be legally constituted, any meeting of the Board of Directors must be attended by at least a majority of the Directors.

At all meetings of the Board of Directors, resolutions will be passed and other decisions reached, by simple majority vote of the Directors present. The President or the Chairman of the meeting acting in his stead, will not vote, except when necessary to break a tie.

The annual meeting of the members shall be held within the time period required by the Act at any place within or out of Ontario at such time and on such day as the Board of Directors may from time to time determine, for the purpose of hearing and receiving the reports and statements required by the Act to be read at and laid before the Association at an annual meeting, electing Directors, appointing one (1) or more auditors and fixing or authorizing the Board to fix his or their remuneration and for the transaction of such other business as may properly be brought before the meeting.

Notice of the annual meeting shall be given to the members at least thirty (30) days in advance of the day or days set for the annual meeting.

The by-laws of the Association may be amended upon a majority vote of the Board of Directors and may be amended at the next annual or special meeting called to consider such amendment with due notice given pursuant to Article 8.01.01 of this by-law. Any amendment of the by-laws not embodied in the letters patent shall not be acted upon or enforced until the approval of the Secretary of State has been obtained.

Any general meeting of the total membership or, except for educational seminars, workshops, etc., of a group of members with a common interest shall be held at any place within Ontario as the President or the Board of Directors may determine and on such day as the said President or Board of Directors shall appoint.

Notice of a general meeting stating the time and place thereof, shall be sent by the Secretary to each member concerned at least fifteen (15) days prior to such meeting. No business other than that specified in the notice of the meeting shall be transacted at any such meeting.

Members representing 20 per cent of the total number of voting members of the Association may requisition the Directors to call a general meeting of the members for any purpose connected with the affairs of the Association that is consistent with the Act. The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitionists and deposited at the head office of the Association and may consist of several documents in like form signed by one (1) or more requisitionists. Upon deposit of the requisition, the Directors shall call forthwith a general meeting of the members for the transaction of the business stated in the requisition and any other business that may derive from the meeting. If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition, call and hold such meeting, any of the requisitionists may call such meeting which shall be held within sixty (60) days from the date of the deposit of the requisition.

No public notice or advertisement of any meeting of members shall be required, but notice of the time and place of each such meeting shall be given to each person who, at the close of business on the day next preceding the day on which the notice is given or sent, appears on the records of the Association as a member entitled to notice of the meeting. Notice of a meeting of members other than an annual meeting, shall state the general nature of the business which is to be transacted at it. Notice of any meeting of members may be waived or the time for the notice may be waived or abridged with the consent in writing of every person entitled thereto, whether before or after the time prescribed. The auditor of the Association is entitled to receive all notices and communications relating to meeting of members. No notice is necessary if all persons entitled to notice of the meeting are present or represented by proxy and such person or persons so representing them consent to the holding of the meeting.

If, at the time appointed for a meeting, a quorum of members is not present, the meeting, if convened upon the requisition of some of the members shall be dissolved. In any other case it shall stand adjourned to the same day in the following week at the same hour and place and, if at such adjourned meeting, a quorum or members is not present, it shall be adjourned sine die.

Any meeting of the members of the Association may be adjourned to any time and from time to time and only 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.

A quorum for the transaction of business at any meeting of members of the Association, shall consist of not less than one-third (1/3) of the members of the Association in good standing at the date of the said meeting, present in person or represented by proxy.

Every member entitled to vote at a meeting of the members of the Association may by means of a proxy, appoint a person who is also a member in good standing or the senior staff officer as his nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy, subject to the provisions of the Act. The proxy shall be an authorization in writing to vote as such proxy. The instrument of proxy signed by a corporation must be under its corporate seal, or signed by an officer or attorney authorized by an instrument under the corporate seal of the corporation.

A holder of proxies shall identify himself and confirm his status with the Association Secretary prior to the meeting. He will surrender the written documents to the Secretary for verification and to meeting with the provisions of the Act.

At each meeting of the members of the Association, one (1) or more scrutineers may be appointed by a resolution of the meeting or by the Chairman with the consent of the meeting to serve at the meeting. Such scrutineers need not be members of the Association.

At all meetings of members of the Association, every question shall be decided by a show of hands unless a poll thereon has been agreed previously because it is required by law or by the Chairman or be demanded by any member present in person or represented by proxy and entitled to vote and who shows good cause for a poll to be taken. Upon a show of hands every person present and entitled to vote shall have one (1) vote. Whenever a vote by show of hands shall have been taken upon a question a declaration by the Chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to the effect in the minutes of the proceedings at the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question.

If a poll be required by law or by the Chairman of the meeting or be duly demanded by any member and the demand be not withdrawn, a poll upon the question shall be taken in such manner as the Chairman of the meeting shall direct. Upon a poll, each member who is present in person or represented by proxy, shall be entitled to one (1) vote except for matters dealing with the Collective Agreement with Local 787 and financial items concerning contributions to the industry fund and Association membership fees and assessments where in such cases the number of votes to which a members shall be entitled shall be one (1) vote for every five (5) or part thereof, journeymen, apprentices and maintenance staff employed under a Collective Agreement with Local 787. In the case of members who are signatories of a Collective Agreement with Local 787, Refrigeration Workers of Ontario, the basis for determining the number of votes to which the member shall be entitled shall be the total number of journeymen, apprentices and maintenance staff employed, by the member in each month of the preceding calendar year divided by twelve (12) in order to strike a monthly average. The total number of journeymen, apprentices and maintenance staff employed shall be determined from the employer deduction and contribution reports submitted each month to Local 787. If the industry fund payment for the penultimate month to the month in which the poll is taken has not been made in accordance with the terms of the Collective Agreement, then the members shall not have the right to cast any vote. Where the industry fund is not applicable, the number of journeymen, apprentices and maintenance staff declared as the basis of the member's fee payment for the preceding year shall determine the number of votes to which the member is entitled. In no case shall a member cast any vote if the member is not in good standing with respect to the payment of fees or special assessments.

In case of an equality of votes upon a show of hands at any meeting of members, the Chairman of the meeting shall be entitled to a casting vote. Upon a poll in the case of an equality of votes further polls shall be taken as required until a majority position is reached.

Where it is impractical to hold a meeting, the President may call for a delegate vote by mail.

Members of the Association who are signatories to a Collective Agreement with Local 787, Refrigeration Workers of Ontario, if deemed necessary for the purpose of ratifying a union contract, may send in their votes by mail. The votes must be submitted to the office off the Association within three (3) weeks of notification, or at such earlier time and in such manner as the Board of Directors may prescribe in accordance with the provisions of the Act.

Only Members of the Association who are signatory to the Collective Agreements with Local 787, Refrigeration Workers of Ontario subject to ratification will be eligible to vote.

The banking business of the Association, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the Board of Directors may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on the Association's behalf by such one (1) or more officers and/or other persons as the Board of Directors may designate, direct or authorize from time to time by resolution and to the extent therein provided, such banking business to include, without restricting the generality of the foregoing, the operation of the Association's accounts; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills or exchange and orders for the payment of money; the giving of receipts for and orders relating to any property of the Association; the execution of any agreements relating to any such banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such banker to do any act or thing on the Association's behalf to facilitate such banking business.

Deeds, transfers, assignments, contracts and obligations on behalf of the Association may be signed by the President or Vice-President or a Director and by the Treasurer or another Director, and the seal of the Association shall be affixed to such instruments as require same.

Unless otherwise determined by resolution of the Board of Directors, the financial year of the Association shall end on the 31st day of December, in each year.

The Board of Directors shall present to the annual meeting a tentative budget for the then current year. If the annual meeting is held within ninety (90) days of the end of the current financial year, a tentative budget for the forthcoming year shall also be presented for approval by the general membership.

The Board of Directors shall recommend from time to time any changes in the amount of dues required from each category of member in the Association, which shall be agreed by the members of the Association.

The senior staff officer for the Association shall distribute a bill for dues for the next financial year to each member of the Association within not less than thirty (30) days nor more than forty-five (45) days of the Association's annual meeting. If such dues are not paid within forty-five (45) days of the date of such notice thereof, the member shall be sent a duplicate of the bill and if payment of the entire sum stated on the notice is not paid within the next succeeding thirty (30) days, such default shall be reported to the Board of Directors and the member in default shall thereupon automatically cease to be a member in good standing of the Association, forfeiting all rights and privileges of membership. Such member may upon payment of any and all unpaid dues be reinstated by resolution of the Board of Directors.

The activities of the Association shall be financed by annual dues of the members or from any source of project recommended by the Board of Directors and agreed by the general membership.

The Association shall function as the Ontario division of the Canadian Refrigeration and Air Conditioning Contractors Association.

The Board of Directors shall propose or appoint, and the members shall confirm, the nominations of representatives to any affiliated Association.

The seal of the Association shall be in the form impressed thereon.

Any notice, communication or other document to be given by the Association to a member, Director, officer or auditor of the Association under any provision of this by-law shall be sufficiently given if delivered personally to the person to whom it is to be given or delivered to his last address as recorded in the books of the Association or if mailed by prepaid ordinary or air mail in a sealed envelope addressed to him at his last address as recorded in the books of the Association or if sent by means of wire or wireless or any other form of transmitted or recorded communication to him at his last address as recorded in the books of the Association. The senior staff officer of the Association, as the case may be, may change the address on the books of the Association of any member in accordance with any information believed by him to be reliable. A notice, communication or document so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; and a notice, communication or document so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative dispatch.

In computing the date when notice must be given under any provision of this by-law requiring a specified number of days' notice or any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.

The accidental omission to give any notice to any member, Director, officer or auditor or the non- receipt of any notice by any member, Director, member, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

Any member, Director, officer or auditor may waive any notice required to be given under any provision of the by-laws of the Association or the Act, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

Upon the dissolution of the Association in any manner by law, after payment of all of the Association's debts and/or liabilities, its remaining property, if any, shall be distributed or disposed of to a recognized charity or charities as determined by the Board of Directors.

In this by-law and all other by-laws of the Association, words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include companies, corporations, partnerships and any number or aggregate of persons.