ONTARIO SHEET METAL CONTRACTORS ASSOCIATION CONSTITUTION AND BY-LAWS. Revision: April 2, 2017 Page 0

Transcription

1 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION CONSTITUTION AND BY-LAWS Revision: April 2, 2017 Page 0

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3 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION CONSTITUTION and BY-LAWS Articles of Association REVISED 2017 This revision incorporates all changes to Article 12.5 and 12.6 of the Association Enacted by the Board of Directors, April 2, 2017 Approved by the Membership, April 2, 2017 Enacted by the Board of Directors, April 2, 2016 Approved by the Membership, April 2, 2016 REVISED 2014 This revision incorporates all changes to Article 12.5 and 12.6 of the Association And geographic areas, Schedule B Enacted by the Board of Directors, April 6, 2014 Approved by the Membership, April 8, 2014 REVISED 2009 This revision incorporates all changes to Article 1.0 of the Association Enacted by the Board of Directors, April 19, 2009 Approved by the Membership, April 19, 2009 REVISED 2007 This revision incorporates all changes to Article 5.0 of the Association Enacted by the Board of Directors, June 7, 2007 Approved by the Membership, June 8, 2007 REVISED 1999 This revision incorporates the deletion of Articles 24.0 of the Association Enacted by the Board of Directors, April 25, 1999 Approved by the Membership, April 26, 1999 REVISED 1996 This revision incorporates all changes to the Articles of the Association Enacted by the Board of Directors, April 21, 1996 Approved by the Membership, April 23,

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5 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION CONSTITUTION and BY-LAWS Articles of Association Revised 1996 Revised 1999 Revised 2007 Revised 2009 Revised 2014 Revised 2017 TABLE OF CONTENTS SCHEDULE ARTICLE PAGE A CODE OF ETHICS 6 B GEOGRAPHIC AREAS NAME HEAD OFFICE OBJECTS CODE OF ETHICS GEOGRAPHIC AREAS MEMBERSHIP LOCAL ASSOCIATIONS DIRECTORS OFFICERS LABOUR RELATIONS COUNCIL COMMITTEES FINANCES BORROWING AND PLEDGING INDEMNITY OF DIRECTORS AND OFFICERS LABOUR RELATIONS BID DEPOSITORY MEETINGS OF MEMBERS MEETINGS OF DIRECTORS NOTICES AMENDMENT OF BY-LAWS RULES AND REGULATIONS COMPLIANCE WITH BY-LAWS PAST PRESIDENT 28 4

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7 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION SCHEDULE "A" CODE OF ETHICS The members of the Ontario Sheet Metal Contractors Association shall: 1. Strengthen and promote the status of the Ontario Sheet Metal Contractors Association within the Construction Industry. 2. Comply with the municipal, provincial and federal regulations and legislation. 3. Protect the interests of Owners, Architects, Engineers, other Contractors and the public from industry disputes. 4. Provide fair employment and good working conditions for their employees. 5. Assure the safety of their employees and the public at all times. 6. Conduct themselves with honesty, courtesy and good faith toward all parties. 7. Place no obstacles in the way of ethical businessmen doing or planning to do business in the industry. 8. Uphold the principle of adequate compensation and obtain reasonable payment for services 9. Submit competitive tenders, negotiate and accept contracts only for work which they are competent to perform because of experience, personnel and financial resources. 10. Quote prices that include all costs and a fair profit in relation to the investment required to do the work. 11. Maintain the tendered price, after closing of tenders, unless the scope of the work is changed. 12. Maintain the tendered price, after closing of tenders, unless the scope of the work is changed. 13. Meet the quality and type of materials specified in the contract agreements, plans and specifications. 14. Avoid soliciting tenders from subcontractors or suppliers they do not intend to use. 15. Treat as confidential all tenders and quotations received from subcontractors and suppliers. 16. Award the contract or the order to the qualified subcontractor or supplier that has tendered the lowest acceptable price. 17. Guard the industry against any member whose ethics violate this code. 6

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9 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION SCHEDULE "B" GEOGRAPHIC AREAS The geographic areas are those outlined in Clause 1 of the various Appendices which form part of the Provincial Collective Agreement. Appendix "B" Hamilton, Brantford, & Niagara C D E G H & I J K L M Kingston London Ottawa Sarnia Sault Ste. Marie, Sudbury Thunder Bay Toronto (including Barrie & Peterborough) Waterloo-Wellington Windsor-Chatham 8

10 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION 1.0 NAME REVISED ARTICLES OF ASSOCIATION This Corporation shall be known as the "Ontario Sheet Metal Contractors Association". 2.0 HEAD OFFICE The head office of the Ontario Sheet Metal Contractors Association (herein called the "Association") shall be located in the Province of Ontario. 3.0 OBJECTS The objects of the Association shall be: (a) to provide a provincial organization of sufficient scope to embrace all facets of the sheet metal and air handling industry in Ontario; and to consider and deal with the common problems of its members and any other persons whom the Association may be entitled to represent and to be the provincial spokesman for the sheet metal and air handling industry; (b) to represent the sheet metal and air handling industry with other Ontario organizations; (c) to assist all Local Associations in Ontario in the implementation of their programs; (d) to provide specialized and other information services to the sheet metal and air handling industry in Ontario; (e) to be the Coordinator at the Provincial level of the activities of the Local Associations; (f) to develop Labour Relations programmes at the provincial level; (g) to administer and protect the members' interest and the interest of any other persons whom the Association may be entitled to represent in all labour matters; 9

11 (h) to continue as a designated employer bargaining agency under the Labour Relations Act, as amended from time to time, or any legislation substituted therefore and to regulate relations between employers and employees in the sheet metal trade and all ancillary and allied trades and represent such employers in collective bargaining within any sector or sectors in any geographic area or areas as defined under the Labour Relations Act or as determined by the Labour Relations Board; (i) to develop and promote methods to improve quality, efficiency and productivity within the industry and to study and implement the development of codes, regulations, standard business practices and specifications pertaining to the sheet metal and air handling industry; (j) to improve existing rules and to encourage more efficient procedures and lawful practices for tendering and other related matters; (k) to raise money by subscription, and to grant any rights and privileges to subscribers; (l) to represent the sheet metal and air handling industry with the Government of Ontario; (m) to foster and encourage with the Provincial and the National Government such legislation as may be necessary for the best interest of the public and of the industry; (n) to represent the sheet metal and air handling industry of Ontario at the National Association; (o) to foster and promote educational programmes for members of the Association, and any other persons whom the Association may be entitled to represent; (p) to develop and promote recognition of the sheet metal and air handling industry as an entity among professional and regulatory bodies, and to provide representation to any related association in order to promote such recognition; (q) to promote the overall welfare of the sheet metal and air handling industry in all reasonable, lawful and proper ways. 10

12 4.0 CODE OF ETHICS The members agree to be bound by the terms of a code of ethics which has this date been adopted by the Association, and which code is more particularly set forth in Schedule "A" hereto attached 5.0 GEOGRAPHIC AREAS For representation and administration purposes the Province of Ontario shall be divided into ten (10) geographic areas: 1 Hamilton, Brantford, Niagara 2 Kingston 3 London 4 Ottawa 5 Sarnia 6 Sault Ste Marie, Sudbury 7 Thunder Bay 8 Toronto, Peterborough 9 Waterloo-Wellington 10 Windsor The boundaries of the geographic areas are as set out in the Provincial Collective Agreement for the sheet metal trade and outlined in Schedule "B" attached hereto. 6.0 MEMBERSHIP 6.1 Membership in the Association shall be limited to Sheet Metal, Roofing, Sheeting and Decking, and Air Handling Contractors in the Province of Ontario engaged in the business of manufacturing, fabrication, assembling, handling, erection, installation, dismantling, reconditioning, adjustment, alteration, repairing, and servicing of Sheet Metal Work and of any other items including controls, insulation, piping, and refrigeration pertaining to or associated with ventilation, air conditioning, warm air heating and any other air handling system. The Board of Directors may by Resolution admit any contractor engaged in the businesses set out above to membership in the Association. Membership may not be denied except for fair and reasonable cause. The members of the Association shall consist of the Sheet Metal and Air Handling Contractors who are members in good standing as of the date of this enactment and those who shall hereafter become members of the Association in accordance with these Articles of Association. 6.2 Contractors complying with Article 6.1 above may apply for membership in the Association by completing an application form containing such questions and provisions as may be determined from time to time by the Board of Directors, which form may be obtained by any applicant from the Association Office. The membership fee shall be as determined from time to time by resolution of the Board of Directors. For those geographic areas which have a recognized local association, membership in the Association shall be determined by such local association. 11

13 6.3 There will be an Associates Division open to Manufacturers and Suppliers and other allied business Associations and firms. This Division will have no voting rights. The membership fee for membership in the Associates Division, which shall be known as "Associate Membership" shall be as determined from time to time by resolution of the Board of Directors. 6.4 Any member who is not in arrears in his fees or assessments may withdraw from membership in this Association by filing his resignation with the Executive Director; provided, however, that no member may withdraw from membership while negotiations with a union for a renewal, with or without modifications, of a collective agreement are in progress, that is, between the time of the first meeting for negotiations with the Union and the signing of a new collective agreement. 6.5 The Board of Directors may by resolution declare any member to be no longer a member of the Association if: (a) The member ceases to qualify for membership under Article 6.1 above; (b) The member becomes bankrupt, makes an assignment or proposal for the benefit of creditors, or is otherwise legally declared insolvent; (c) Is in arrears of membership fees or any other monies due the Association for a period of three months. PROVIDED that seven days written notice be given to such member of the date and place of a meeting of the Board at which the member may appear and show cause why such action should not be taken. The notice shall specify the reason or reasons for which the Board is contemplating action under this subsection and the member shall be entitled to be represented before the Board by counsel. 6.6 Each member of the Association covenants and agrees to and with the Association and each of its members to observe, perform, abide by and be bound by and to comply with every ruling, resolution and decision of the Board of Directors. Any member may be fined and/or expelled for cause from the Association by the vote of two-thirds (2/3rds) of the members present at the annual meeting of the members or at any special meeting of members duly called for that purpose. The notice calling such meeting shall state the reason or reasons for such contemplated fine and/or expulsion and the member involved shall be given an opportunity to be heard by the meeting and shall be entitled to be represented by counsel. Only members' representatives present in person may vote on such fine and/or expulsion. 12

14 6.7 If a member is expelled or ceases to be a member pursuant to the above article, no fees paid by him shall be refunded. After expulsion, any member may apply for readmittance into membership. His application at such time must be accompanied by the payment of all outstanding fees, fines, or assessments and entrance fees. Such applicant will be on probation for a one (1) year period and if such member's application is then approved by the Directors, the member shall be readmitted to membership. 6.8 Each member shall authorize one eligible person to be its representative at the Association and no member shall be entitled to more than one authorized representative at a time unless otherwise provided by the Board of Directors. A member may change its authorized representative at any time by notice in writing addressed to the Executive Director. The representative so authorized shall be a principal of the member or be employed by the member in either a full time or part time capacity. Employees of a trade or other association shall not be eligible to act as a member's representative and shall not become eligible for a period of ninety (90) days following termination of employment with an association. 6.9 The Association shall not act in a manner that is arbitrary, discriminatory or in bad faith in its representation of any employer for which it bargains in connection with labour relations whether the employer is a member of the Association or not, and the Association shall not discriminate against any employer in the matter of fees, dues or levies whether that employer is a member of the Association or not. 7.0 LOCAL ASSOCIATIONS Members in a geographic area may form a Local Association of contractors and apply to the Association for recognition of such a Local Association. The Board of Directors shall recognize a Local Association of members provided its objects, constitution and by-laws are acceptable to the Board of Directors and not in conflict with the objects, constitution and bylaws of the Association. The Board of Directors may delegate to a recognized Local Association from time to time such duties, responsibilities or privileges as may be necessary. No local association shall have more than 49% of the total voting membership of the Association. Any members of a local association over this 49% total shall be considered associate members of the Association without a vote. 8.0 DIRECTORS 8.1 The affairs of the Association shall be managed by a Board consisting of a maximum of one Director for each of the geographic areas set out in Article 5.0, plus one Director being the immediate past president of the Association. The qualifications of a Director shall be that he be the authorized representative of a member in good standing of the Association. 13

15 8.2 The business of the Association shall be directed by the Board of Directors. The Board of Directors shall: - Elect and appoint Officers; - Select Chairmen of Committees and approve Committee members; - Advise and assist the President; - Recognize Local Associations of member contractors; - Ensure that vacancies in the Board of Directors are filled; - Review and approve all committee activities; - Pass and/or review by-laws; - Forecast and evaluate conditions affecting the sheet metal and air handling industry; - Establish Association objectives and policies, annual and long term goals; - Establish Association objectives and policies, annual and long term goals; - Review and approve annual budget and commit Association funds - Select accountants to audit financial statements; - Obtain professional services; - Issue annual report; - Avoid conflict of interest and ensure ethical conduct. 8.3 The members in each of the geographic areas set out in Article 5.0 shall elect one Director to the Board of Directors who is an authorized representative of one of the members in that geographic area to represent the members of that local area on the Board of Directors. If two or more geographic areas wish to be represented by one Director, the members in those areas may do so, it being understood that the Director so elected will have only one vote at meetings of the Board of Directors. If the members of a geographic area shall terminate the appointment of their Director a vacancy shall be deemed to have occurred in the Board. 8.4 The installation of the Board of Directors will normally take place at the annual general membership meeting. 14

16 8.5 Should any vacancy occur on the Board of Directors, the members of the geographic area affected shall appoint any member's authorized representative to fill such vacancy. 9.0 OFFICERS Should any Director fail to attend three (3) consecutive meetings of the Board of Directors it shall be deemed that a vacancy has occurred on the Board. The Board of Directors may appoint a representative to fill the vacancy on the Board if the members of the geographic area affected fail to do so within a period of sixty (60) days. 9.1 Annually within fourteen (14) days of the date of the installation of the new Board of Directors, the Board shall elect from among its members a: President President-Elect Vice-President, and Treasurer who shall hold office during the pleasure of the Board. Their term of office shall expire in the event they cease to be Directors, otherwise they shall hold office until their successors are elected or appointed as is provided in this Constitution. To ensure the orderly succession of officers to be elected to the office of President, where practicable the members of each geographic area undertake to annually re-elect their Director if such Director is an incumbent officer of the Association. 9.2 The Board shall appoint the "Executive Director" who need not be a member of the Board. Such Executive Director shall be paid such remuneration as the Board shall determine from time to time. 9.3 The Executive Director shall have such administrative and management duties as the term of his engagement calls for or the Board requires of him. He shall have supervisory control of the employees of the Association. 15

17 9.4 The President shall be charged with the general supervision and management of the affairs of the Association. He shall be Chairman of the Board of Directors as well as Chairman of the Management Committee and a member of all standing committees of the Association. He shall direct and implement policies of the Association and represent it wherever required. He shall also assign representatives to other associations. He shall, together with any other one Director, have general authority to sign all instruments and documents on behalf of the Association. The President shall: Lead and direct the Board of Directors in the establishment of objectives and policies for the Association; Guide the Board of Directors in defining Association goals; Determine and enforce the general operating and administrative procedures required to achieve the goals and objectives of the Association; Act as final source of authority on management decisions between Board Meetings within the established guidelines and the Association by-laws; Maintain overall control of the Association affairs, and interpret and administer policies and decisions of the Board of Directors; Issue executive and general instruction to the Executive Director; Direct the Association relationship with other Associations, individual firms and companies, unions and the public; Represent the Association at all official occasions and be the spokesman for the Board of Directors and the Association; Present, at annual meetings of members, a report of the affairs of the Association. During the absence or inability of the President, his duties may be performed and his powers may be exercised by the following parties in order of seniority: The President-Elect and thereafter, the Vice President. 9.5 The President-Elect shall be Vice-Chairman of the Board of Directors and Vice- Chairman of the Management Committee. 9.6 The Vice-President shall be a member of the Management Committee. He shall generally direct and co-ordinate the Association activities in all matters related to business practice. 16

18 9.7 The Treasurer shall supervise the financial and accounting functions of the Association. He shall ensure that full and accurate books of accounts be kept, in which all receipts and disbursements of the Association shall be recorded. The Treasurer shall control the deposit of money and the disbursement of the funds of the Association; he shall render to the Board at the meetings thereof, or whenever required of him, an account of all his transactions as Treasurer and of the financial position of the Association; and he shall perform such other duties as may from time to time be prescribed by the Board. In addition, thereto, the Treasurer shall be a member of the Management Committee and Chairman of the Finance Committee LABOUR RELATIONS COUNCIL There shall be a Labour Relations Council (the "Council) of the Association (a) The Council shall be responsible for all matters related to labour in accordance with these Articles of Association and more particularly the Council shall be responsible for the negotiation and administration of any provincial collective agreement in any sector or sectors as defined in the Ontario Labour Relations Act; (b) The Council shall be composed of a maximum of one member for each of the geographic areas set out in Article 5.0, one member for the Sheeting and Decking section, plus a chairman and a secretary. Fifty percent (50%) of all formally appointed members plus one present in person or by official alternate will constitute a quorum for the transaction of business at meetings of the Council; (c) The Chairman of the Council shall be appointed by the Board of Directors upon recommendation of the Council. The Chairman shall only have a vote in the event of a deadlock; (d) The geographic areas and the Sheeting and Decking section shall appoint an official representative and, if they wish, an official alternate to the Council; (e) If two or more geographic areas and/or the Sheeting and Decking section wish to be represented by one common official representative, the members affected may do so, it being understood that the representative so appointed will have only one vote at meetings of the Council; (f) All official representatives and official alternates appointed to the Council shall be authorized representatives of member firms in good standing; 17

19 (g) Should any vacancy occur on the Council, the members affected shall appoint any member's authorized representative to fill such vacancy. Should any official representative fail to attend in person or by official alternate three (3) consecutive meetings of the Council it shall be deemed that a vacancy has occurred on the Council. The Board of Directors may appoint an official representative to fill the vacancy on the Council if the members affected fail to do so within a period of sixty (60) days. (h) The geographic areas and the Sheeting and Decking section shall have one vote in the Council by their respective official representative or alternate and there shall be no vote by proxy (i) The Directors of the Association, on the Council's recommendation, may appoint other representatives of special Associations to the Council and such representatives shall be entitled to participate at meetings of the Council without vote; (j) All Agreements negotiated by the Council and all other acts of the Council shall be subject to ratification by the Board of Directors of the Association COMMITTEES The President and the Executive Director shall be ex-officio members of all committees. The standing committees of the Association shall be: 11.1 The Management Committee shall consist of the President, President-Elect, Vice- President, Treasurer and the most immediate Past President. This Committee shall counsel and assist the President in conducting the affairs of the Association. This Committee shall also be responsible for recommending approval of applications for membership The Standard Practices Committee shall consist of a Director as Chairman, and three or more other Association members in good standing. This Committee shall be responsible for all matters related to business practice and for the development of administrative and technical standards for the sheet metal and air handling industry. 18

20 11.3 The Finance Committee shall consist of the Treasurer as Chairman, the Executive Director and two other members of the Board. This Committee shall be responsible for advising the Officers and the Board on matters relating to revenues and expenditures. It shall be responsible for preparation of financial reports and budgets as they may be required The Legislation Committee shall consist of a Director as Chairman, and three or more other Association members in good standing. This Committee shall be responsible for representation with the Provincial Government and other responsible Associations working towards same ends in the legislation field The National Association Committee shall consist of the immediate Past President as Chairman, one or more Past Presidents, and two or more Association members in good standing. This Committee shall be responsible for representation of the Ontario Association at the National Association and for coordination with other trade associations at the National level The Education and Training Committee shall consist of a Director as Chairman, and three or more Association members in good standing. This Committee shall constitute the Management section of the Provincial Joint Apprenticeship and Training Council. This Committee shall be responsible for apprenticeship programmes and for all other educational activities The Public Relations and Membership Committee shall consist of a Director as Chairman, and three or more other Association members in good standing. This Committee shall be responsible for promoting the Sheet Metal and Air Handling Association as a distinct and vital part of the construction industry. It shall also be responsible for organizing the areas without local associations and for all matters related to membership in general The Bid Depository Committee shall consist of a Director as Chairman and three or more other Association members in good standing. This Committee shall be responsible for co-ordination of all sheet metal bid depositories and representation at the provincial bid depository governing body. 19

21 11.9 The OSM Development Committee shall consist of all Past Presidents active in the industry and the most immediate Past President as Chairman. This Committee shall advise the Board in setting goals and policies for the Association Other Standing or Special Committees may be appointed by the Board as occasion dictates FINANCES 12.1 The Association shall be carried on without any pecuniary gain to its members and any monies received by the Association, whether through annual dues, entrance fees, fines or otherwise, shall be used in promoting the objects of the Association and shall not be refundable to the members Should the Association at any time dissolve, the monies, if any, then remaining in the name of the Association shall be transferred to any successor organization or to any other worthy organization or charity, as the members at the time of dissolution shall determine Until otherwise ordered by the Board, the Financial Year of the Association shall end on the last day of December in each year The Board of Directors may from time to time levy such dues or fees in connection with functions, projects or assignments carried out by the Association as it shall determine. Provided, however, that such dues or fees shall become effective only after authorized by a majority of votes cast at a special or general meeting of the members. Notice of the dues or fees to be paid in any calendar year shall be sent to each member no later than fifteen (15) days following such authorization Assessment levels shall be proposed by the Finance Committee through the preparation of the annual budget. The annual budget, following approval by the Board of Directors, shall be authorized by a majority of votes cast at a special or general meeting of the members. 20

22 12.6 Area Assessment shall comprise of: General Assessment consisting of three graduated rates: First Graduated Rate of the General Assessment shall be applied to the first 1,065,000 man-hours of each local area Second Graduated Rate of the General Assessment shall be applied to 1,065,000 to 2,000,000 man-hours of each local area Third Graduate Rate of the General Assessment shall be applied to all hours excess of 2,000,000 manhours of each local area The SMACNA Assessment shall be assessed on all man-hours; no cap. If there is a determination at some later date to discontinue membership in SMACNA this assessment will cease The Area Assessment Rates shall be as follows: Area Assessment 0 to 1,065,000 Man-Hours Greater than 1,065,000 to 2,000,000 Man-Hours Greater than 2,000,000 Man-Hours General $0.156 per man-hour $ per man-hour $0.04 per man-hour SMACNA $0.050 per man-hour $ per man-hour $0.05 per man-hour TOTAL $0.206 per man-hour $ per man-hour $0.09 per man-hour 12.7 The Association shall reimburse Directors, Members of the Labour Relations Council and Committee Members for any reasonable expenses for travelling, accommodations and meals necessary in connection with meetings and other Association activities. 21

23 13.0 BORROWING AND PLEDGING The Directors of the Association may from time to time: (a) borrow money upon the credit of the Association by obtaining loans or advances or by way of overdraft or otherwise; (b) issue, sell or pledge securities of the Association including bonds, debentures, debenture stock, for such sums on such terms and at such prices as they may deem expedient; (c) assign, transfer, convey, hypothecate, mortgage, pledge, charge or give security in any manner upon all or any of the real or personal, moveable or immoveable property, rights, powers, chooses in action, or other assets, present or future of the Association to secure any such securities or other securities of the Association or any money borrowed or to be borrowed or any obligations or liabilities as aforesaid or otherwise of the Association heretofore, now or hereafter made or incurred directly or indirectly or otherwise; and (d) without in any way limiting the powers herein conferred upon the Directors, give security or promises to give security, agreements, documents and instruments in any manner or form under the Bank Act or otherwise to secure any money borrowed or to be borrowed or any obligations or liabilities as aforesaid or otherwise of the Association heretofore, now or hereafter made or incurred directly or indirectly or otherwise. Any or all of the foregoing powers may from time to time be delegated by the Directors to any one or more of the Directors, officers, clerks, cashiers or other employees of the Association. This By-Law shall remain in force and be binding upon the Association as regards any person acting on the faith thereof until such person has received written notification from the Association that this By-Law has been repealed or replaced INDEMNITY OF DIRECTORS AND OFFICERS In accordance with Section 81 of the Corporation Act, R.S.O. 1970, the Association hereby consents to the indemnification of every Director and Officer of the Association and his heirs, executors, administrators, estate and effects respectively as is herein provided. Every Director or Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association 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 22

24 (a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability; (b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default. No Director or Officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or with which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wilful act or his own wilful default LABOUR RELATIONS 15.1 The Association may, in its own name or in the name of any Body or Association to which authority has been properly delegated, make application for designation within any sector or sectors in any geographical area or areas as defined under the Labour Relations Act or as determined by the Labour Relations Board, and each of the members of the Association who are affected shall be deemed to have authorized such application or applications on its behalf The members agree each with the other as follows: (a) The Association shall negotiate all matters relating to labour relations, including grievances, disputes and negotiations concerning renewals, amendments and/or interpretation of the agreements, with the Unions and no member shall negotiate any matter relating to labour relations with the Unions directly. (b) The decisions of the Association with respect to any matters concerning labour relations shall be adhered to by all members. (c) The Board, shall have the right to fine and/or suspend members for breaches of the Union agreements and members agree to pay such fines subject to the appeal procedure outlined below. 23

25 Provided that the decision of the Board contemplated under this section shall not take effect for 14 days from the date the affected member is notified of such decision, during which period the Board will, at the request of the said member, call a special meeting of members for the purpose of reviewing the decision of the Board and at such meeting the same procedural and voting requirements shall apply as specified under Article 6.6 of these Articles of Association The Board of Directors shall from time to time appoint a person to act as a designated jurisdictional representative under the provisions of the Labour Relations Act in disputes as to the assignment of work BID DEPOSITORY 16.1 If any job is designated as being a Bid Depository project, then the members acknowledge and agree that at all times they will strictly adhere to the Governing Rules and Regulations pertaining to and issued by the Sheet Metal Bid Depository system or its successor agency as set down in its official Tender Manual MEETINGS OF MEMBERS 17.1 The annual general meeting of the members shall be held in each year as soon after the end of the fiscal year of the Association as possible and at such place and at such time and on such day as the Board may from time to time determine, for the purpose of hearing and receiving the financial statements of the Association as reported on by the Auditor, installing directors, appointing the Auditor and fixing or authorizing the Board to fix his remuneration and for the transaction of such other business as may properly be brought before the meeting The Board of Directors, or the President or the President-Elect or the Vice- President together with two Directors shall have power to call a special meeting of the members of the Association at any time, subject to notice herein provided. In addition, thereto, four members of the Association may petition the Board in writing or any officer of the Association to call a special meeting of the members of the Association within thirty (30) days of such petition. Special meetings of members shall be held at the head office of the Association or at such other place within Ontario as the Board may from time to time determine No public notice or advertisement of any meeting of members shall be required, but notice of the time and place of such meeting shall be given in the manner hereinafter provided not less than fourteen (14) days before the day on which the meeting is to be held, to each member at the close of business on the day on which notice is given. Notice of a meeting of the members shall state the general nature of the business to be transacted thereat Emergency meetings of members can be called on 96 hour notice by telegram, telex, fax or any other type of electronic communication to members and Local Associations. 24

26 17.5 The only persons entitled to attend a meeting of members shall be authorized representatives of the members and the Executive Director. Any other person may be admitted only on the invitation of the Chairman of the meeting or with the consent of the meeting Twelve members' representatives present in person shall constitute a quorum for the transaction of business at any meeting of members, provided that the members' representatives present shall represent in person or by proxy 25% of the total of the members in good standing At any meeting of members, a member may be entitled to vote through its representative present in person or to vote by proxy, duly and sufficiently appointed by an instrument in writing, deposited with the Secretary of the meeting prior to the time of voting. To be eligible to vote a member must be member of the Association for at least 90 days prior to the meeting. Any members not voting in person or by proxy as aforesaid, shall automatically constitute their area Director as their attorney to vote at meetings of members on their behalf At all meetings of members, every question shall be decided by a majority of the votes duly cast on the question and the Chairman of the meeting shall be entitled to a second or casting vote in case of an equality of votes, either upon a show of hands or upon a poll At all meetings of members, every question shall be decided in the first instance by a show of hands. Upon a show of hands, every person who is present and entitled to vote shall have one vote. After a show of hands, the Chairman or any member present in person or represented by proxy shall be entitled to demand a poll. Unless a poll be so demanded, a declaration by the Chairman of the meeting that a resolution has been carried or not carried, and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. A demand for a poll may be withdrawn at any time prior to the taking of the poll If a poll be demanded and the demand be not withdrawn, a poll upon the question shall be taken in such a manner as the Chairman of the meeting shall direct. Upon a poll, each member's representative who is present in person and each member represented by proxy shall be entitled to one vote for each member in respect of which he is entitled to vote at the meeting, and the result of the poll shall be the decision of the Association in annual or other meetings, as the case may be, upon the question. 25

27 17.11 The Chairman at a meeting of members may, with the consent of the meeting, and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place Before any member has caused to be placed a matter on the agenda of a general membership meeting, such member must give thirty (30) days' written notice to the Executive Director at the Association Office MEETINGS OF DIRECTORS 18.1 The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed, and no other notice shall be required for any such regular meeting Meetings other than regular meetings of the Board shall be held from time to time, at such time and on such days as the President, or the President-Elect or the Vice- President, together with two Directors may determine, and the Executive Director shall call meetings when directed or authorized by any of the said Officers and Directors. Notice of every meeting so called shall be given to each Director not less than 96 hours before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the Directors are present, or if those absent waive notice of or otherwise signify their consent to the holding of such meeting Meetings of the Board may be held at the head office of the Association or at such other place as the Board may from time to time determine At all meetings of the Board each Director shall have one vote and every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote Fifty percent of the Directors plus one shall constitute a quorum for the transaction of business at any meeting of Directors. It is acknowledged and understood that Directors cannot appoint proxies for Board of Directors' meetings. 26

28 19.0 NOTICES 19.1 Any notice, communication or document to be given by the Association pursuant to any provision of these Articles of Association shall be sufficiently given if delivered personally to the member's representative of each member or if delivered to the member's address as recorded in the books of the Association, and if mailed by prepaid ordinary post in a sealed envelope addressed to the member at his address as recorded in the books of the Association, or if sent to him at his said address by any means of wire or wireless or any other form of transmitted or recorded communication. The Executive Director may change the address of the Association's books 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 or communication sent by any means of wire or wireless or any 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 for dispatch In computing the date when notice must be given under any provision of these Articles of Association requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included The accidental omission to give any notice to any member, Director or Officer, or the non-receipt of any notice of any member, Director or Officer 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 AMENDMENT OF BY-LAWS The By-Laws of the Association may be amended or repealed or enacted by a resolution passed by the Board of Directors and confirmed by two-thirds of the votes of the members present in person or by proxy in a special or annual meeting. Such amendment, repeal or enactment shall be effective as of the date it is passed by the resolution of the Board of Directors, but the said resolution shall have no effect after the date of the next annual or special meeting of members unless the same is confirmed thereat RULES AND REGULATIONS The Board may enact such rules and regulations not inconsistent with this By-Law relating to the operations of the Association as may be found necessary and such rules and regulations shall have full force and effect unless at the next annual or special meeting of the members, they are specifically repealed. A copy of every rule or regulation shall be sent to each member forthwith after enactment by the Board. 27

29 22.0 COMPLIANCE WITH BY-LAWS Each member shall observe, perform, comply with, abide by and be bound by each and every By-Law, rule and regulation of the Association from time to time in force and shall abide by and comply with every resolution, ruling and decision of the Board of Directors or members as the case may be PAST PRESIDENT The immediate Past President of the Ontario Sheet Metal Contractors Association from time to time will automatically become a member of the Management Committee with all rights and privileges appertaining thereto and his term as a member of such Committee shall automatically terminate upon the designation of the new immediate Past President. 28

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