Chalet Hamlet – Bylaws

By-Laws

Memorandum Of Association Of Chalet Hamlet Property Owners' Association

1) The name of the Society is Chalet Hamlet Property Owners' Association which will be referenced as ‘CHPOA’ in the remainder of this document.
2) The objects of the Society are:
A) To assist in preserving the natural beauty of the Armstrong and Middle Lake District.
B) To strive to maintain and improve facilities of CHPOA for the enjoyment of all members.
C) To make the necessary provisions for the safe-guarding of the natural resources including but not limiting the generality of the foregoing:
all woodlands, cross country ski and hiking trails, swimming and boating facilities, and access there to.
D) To assist in safe driving provisions for the motoring public and to maintain and contribute to the ongoing maintenance and upgrading of all private roads
and rights-of-way leading to and within the development.
E) To cooperate with land owners and the local fire protection authorities in the matter of better fire protection for the area.
F) To cooperate With the Fish and Game Association or any government department in the matter of a proposed restocking of game fish programme.
G) To provide a means of forming altruistic friendships and good fellowship.
H) To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property
and to use and apply such property
to the realisation of the objects of CHPOA.
I) To buy, own, lease, mortgage, sell and convey such real and personal property as may be deemed necessary or desirable in the carrying out of the objects of CHPOA.
J) To undertake and perform any functions or tasks which in the opinion of the membership further promotes the use
and enjoyment of the natural resources available to the land owners within CHPOA.

PROVIDED that nothing herein contained shall permit CHPOA to carry on any trade, industry or business and CHPOA shall be carried on
without purpose of gain to any members and that any surplus or any accretions of CHPOA shall be used solely for the purposes of CHPOA
and the promotion of its objects.

PROVIDED FURTHER that if for any reason the operations of CHPOA are terminated or are wound up or are dissolved and there remains,
at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be donated to a similar organisation
having as its objects the enhancement of the recreational uses of the area in question.

3) The activities of CHPOA are to be carried on in Chalet Hamlet, N.S.

4) The civic address of CHPOA is 75 Chalet Drive, Vaughan, Nova Scotia B0N 2T0

BY-LAWS
OF
CHALET HAMLET PROPERTY OWNERS' ASSOCIATION

1. In these by-laws, unless there be something In the subject or context inconsistent herewith
'Society’ means Chalet Hamlet Property Owners' Association or CHPOA;
‘Registrar’ means the Register of Joint Stock Companies appointed under the Nova Scotia Companies Act
‘Special Resolution’ means a resolution passed by not less than three fourths of such members entitled to vote as are present
in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution
as a special resolution has been duly given.

MEMBERSHIP

2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership In accordance to these by-laws
and none other, shall be members of the Society, and their names shall be entered in the Membership List accordingly.

3. Membership in the Society shall be open to the following:
All owners of land situate within CHPOA, in the County of Hants and Province of Nova Scotia, which land formed a portion of the development
initiated by Dalhousie Projects Limited.

3(A) A member in good standing is a property owner whose dues plus additional costs are paid for the previous business year by ﬁscal year end,
May 31^st.

3(B) Only members in good standing are entitled to vote at the annual general meeting or to offer and be elected as a director of the Society.

4. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society
and to hold any office, but there shall be no proxy voting except on the issue of the setting of the annual dues.

The membership shall be advised, with the notice of the annual general meeting, of the proposed budget for the coming year
and the recommendation of the Executive for the amount of the annual dues.
The membership will also be provided with a form for the appointing of a proxy. A proxy may be any other member in good standing.
Proxies will be registered by the Secretary before the start of the annual general meeting and
records will be kept of all votes and proxies during the process of the setting of the annual dues.

5. Membership in the Society shall automatically cease upon termination of the ownership of the land within Chalet Hamlet.

6. All purchasers and land owners shall be open to become members of the Society and to abide by its Memorandum and By-laws,
all amendments made there to and any decisions made by the Society in accordance there with and further agree to be bound to
contribute in accordance with their share to any and all expenses incurred by the Society as a result of any decisions made or actions
taken by the Society in furtherance of its objects. It is expressly understood and agreed by all members and prospective members to
the Society that the members’ rateable share of any and all such costs shall stand as a debt due and owing to the Society as of the
date of demand by the Society for payment from the member and shall be considered as a lien against their property located within
the geographical district as defined in paragraph 3 herein.

7. All members are required to give notice to the Secretary of their correct mailing address and telephone numbers and to advise of any
changes there after.

8. All members are required to advise the Secretary of any sales or conveyances which may affect the Society in terms of the members
ceasing to be such and/or the possible addition of new members and the address of any such member in order that the Secretary may
correspond with him, her, or them.

9. No formal admission to membership shall be required and the entry in the membership list by the Secretary of the name and address
of any organisation or individual shall constitute an admission to membership in the Society.

FISCAL YEAR

10. The ﬁscal year of the Society shall be the period from June 1^st in any year to May 31^st in the year next following.

MEETING

11.(A) The ordinary or annual general meeting of the Society shall be held Within three months after the end of each ﬁscal year of the Society;

(B) An extraordinary general or special meeting of the Society may be called by the Chairperson or by the directors at any time,
and shall be called by the directors if requisitioned in writing by at least twenty-ﬁve per centum (25%) in number of the members of the
Society.

12. Three days’ notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members.
Notice shall be given in writing either by electronic mail or by sending it through the post in a prepaid letter addressed to each member’s last known address.
Any notice shall be deemed to have been given at the time when the electronic mail was sent or the letter containing the same would be delivered in the ordinary course of post
and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office.
The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.

13. At each ordinary or annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

1. Minutes of preceding general meeting;
2. Consideration of the annual report of the directors;
3. Consideration of the financial statements, including
A. Balance sheet and operating statement and the
B. Report of the auditors thereon;
4. Election of directors for the ensuing year;
5. Appointment of auditors;

All other business transacted at an ordinary or general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general
meeting of the Society.

14. No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of five members.

15. If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members shall be dissolved.
In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present,
it shall be adjourned with no appointed date for resumption.

16.(A) The Chairperson of the Society shall preside as Chair at every general meeting of the Society;
(B) If there is no Chairperson or if at any meeting, he/she is not present at the time of holding the same, the Vice-Chairperson shall preside as Chair;
(C) If there is no Chairperson or Vice-Chairperson, or if at any meeting neither the Chairperson or Vice-Chairperson is present at the holding of the same, the members present shall
choose someone of their number to be Chair

17. The Chairperson shall have no vote except in the case of an equality of votes.
In the case of an equality of votes, the Chairperson shall have a casting vote.

18. The Chairperson may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting,
other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.

19. At any meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the
minutes of the meeting of the Society shall be sufficient evidence of the fact without proof of the number or proportion of the members recorded in favour of or against such resolution.

20. If a poll is deemed in the manner aforesaid, the same shall be in such manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the
resolution of the Society in general meeting.

VOTES OF MEMBERS

21. Voting shall be limited to one vote per lot of land and is thereby limited to one voting member to be so designated in writing addressed to the Secretary in advance of the meeting
by the remaining owners of the lot where more than one exists.

22. Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen.
The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

23. Any member in good standing of the Society shall be eligible to be elected a director of the Society.

24. Directors shall be elected by the members at each ordinary or annual general meeting of the Society.

25. The directors shall be elected by the members from among their number. If the membership wishes to replace the Board Of Directors,
they will have to call a special meeting of the members and with a sixty percent vote of all owners in good standing, dissolve the board, and then re-elect new board members.

26. At the first ordinary or general meeting of the Society and at every succeeding ordinary or annual general meeting,
all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.

27. In the event that a director resigns their office or ceases to be a member of the Society, whereupon their office as director shall be considered vacant,
the vacancy thereby created may be filled for the unexpired portion of the term by the Board Of Directors from among the members of the Society.

28. In the event a director fails to perform their duty, the Board Of Directors may, by written resolution at a board meeting, remove that director before the expiration of their period of office.
At this same meeting of the Board, the director involved shall have the opportunity to respond before a secret ballot vote by the remaining members of the Board.
A majority vote is required to pass the resolution and appoint another person in their stead.

29. Meetings of the Board Of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary.
A meeting of directors may be held at the close of every ordinary or annual general meeting of the Society without notice.
Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place,
but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board Of Directors.

30. No business shall be transacted at any meeting of the Board Of Directors unless at least the greater of one-third in number of the directors or a quorum of three directors
are present at the commencement of such meeting.

31. The Chairperson, or in their absence, the Vice-Chairperson or, in the absence of both of them, any director appointed from among those directors present shall preside as Chair
at meetings of the Board.

32. The Chairperson shall be entitled to vote as a director and, in the case of an equality of votes, they shall have a casting vote in addition to the vote to which he/she is entitled
as a director.

POWERS OF DIRECTORS

33. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities accorded by these By-laws or otherwise expressly
conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or Statute expressly directed
or required to be exercised or done by the Society in general meeting.
In particular, the directors shall have power to engage a co-ordinator and to determine said co-ordinator’s duties, responsibilities, and remuneration.
The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.

OFFICERS

34. The executive officers of the Board Of Directors shall be made up of the Chairperson (Chair), Vice-Chairperson (Vice-Chair), Treasurer, and Secretary.
The offices of Treasurer and Secretary may be combined.

35. The Directors of the Society shall elect one of their number to be the Chairperson of the Society.
The Chairperson shall have general supervision of the activities of the Society and shall perform such duties as may be assigned by the members of the Society from time to time.

36. The Directors of the Society shall also elect from their number a Vice-Chairperson.
The Vice-Chairperson shall, at the request of the Board and subject to its directions, perform the duties of the Chairperson during the Chairperson’s absence, illness or incapacity.

37.(A) There shall be a Secretary of the Society who shall keep the minutes of the meetings of the Board Of Directors and shall perform such other duties as may be assigned to them
by the Board.
The Board shall appoint the Secretary and shall also appoint a Treasurer of the Society to carry out such duties as the Board may assign.
If the Board thinks fit, the same person may hold both offices of Secretary and Treasurer.

(B) The directors may appoint a temporary substitute for the Secretary who shall, for the purposes of these By-laws, be deemed to be the Secretary.

AUDIT OF ACCOUNTS

38. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor,
the directors may do so.

39. The auditor shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account.
The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, it shall state whether, in the opinion of the auditor,
the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society’s affairs,
and such a report shall be read at the annual meeting.
A copy of the balance sheet, showing the general particulars of its liabilities, and assets and a statement of its income, and expenditures in the preceding year, audited by the auditor,
shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.

40. The Society has the power to repeal or amend any of these By-laws by a special resolution passed in the manner prescribed by law.

MISCELLANEOUS

41. The Society shall file with the Registrar with its Annual Statement, a list of its directors with their addresses, occupations, dates of appointment or election,
and within fourteen days of a change of directors, notify the Registrar of the change.

42. The Society shall file with the Registrar, a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

43. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board Of Directors.

44. Preparation and custody of the minutes of all meetings of the Society, and of the Board Of Directors and the preparation and custody of the book, and financial records of the
Society, prepared by the Treasurer of the Society, shall be the responsibility of the Secretary.

45. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.

46. Contracts, deeds, bills of exchange, and other instruments and documents may be executed on behalf of the Society by the Chairperson or Vice-Chairperson and the Secretary,
or otherwise as prescribed by resolution of the Board Of Directors.

47. The borrowing powers of the Society may be exercised by special resolution of the members.

48. Directors and officers shall serve without remuneration and shall not receive any profit from their positions.
However, a director or officer may be paid reasonable expenses incurred in the performance of his/her duties.

49. Parking on all CHPOA ploughed roads is prohibited during snow removal operations from December 1^st until March 31^st.
Vehicles will be towed at the vehicle owner's expense any time during the day or night if the vehicle is interfering with snow removal operations.