West River Heights Bylaws

. The rights and obligations given or imposed on the Corporation or the Owners under these Bylaws are in addition to any rights or obligations under the Condominium Property Act of Alberta.

If there is any conflict between these Bylaws and the Act, the Act prevails.

All terms in these Bylaws are defined in the Act.

West River Heights Condominium Corporation is referred to in these Bylaws as either the “Corporation” or “WRHCC.”

These Bylaws will be approved by Special Resolution by the Owners of WRHCC at the AGM on January 8, 2011. They totally replace the original Bylaws from 1976 and the amendments made to those Bylaws in 1978, 1983 and 1985.

1. (a) The Corporation is administered by a Board elected at the Annual General Meeting. The Board may hire a Property Manager to carry out day-to-day tasks, but is solely responsible for policy-making, enforcement and decision-making during its term of office.

(b) The Board will consist of between three (3) and seven (7) individuals, 18 years of age or older. Each member of the Board will remain in office for two years, their term of office ending at the conclusion of the relevant Annual General Meeting. At the Annual General Meeting that results in the passage of these new Bylaws, three (3) of the Board are to be elected to a one-year term and four (4) to a two-year term.

(c) A retiring Board member is eligible for re-election.

(d) An Owner who owes money to the Corporation, including but not exclusive of condominium fees or fines, is not eligible for election to the Board, nor are they eligible to vote at General Meetings.

(e) A person does not need to be an Owner in order to be elected to the Board. An Owner's immediate family member, provided they reside in a Unit within the Association, may be nominated for Board membership. The person that holds the mortgage on a Unit is also eligible. Tenants may be nominated for Board membership.

(f) At least five of the seven members of the Board of Directors of the Corporation must be Unit Owners or mortgage holders.

(g) Any single Unit may only be represented by one Board member at any given time. This precludes, for example, joint Owners and their mortgage holder and their tenant from being on the Board at the same time. Owners of multiple Units cannot fill multiple places on the Board.

(h) The office of a member of the Board is vacated if the member becomes bankrupt under the Bankruptcy and Insolvency Act, or becomes declared a dependent adult, or is more than 60 days in arrears in payment of any contribution required to be made by the member as an Owner, or is convicted of an indictable offence for which the member is liable to imprisonment for a term of not less than 2 years, or resigns the member's office by serving notice in writing on the Corporation, or is absent from 3 consecutive meetings of the Board without permission of the Board. A person ceases to be an officer of the Corporation if the person ceases to be a member of the Board.

(i) The Corporation may, by resolution at a General Meeting, remove a member of the Board before the expiration of the member's term of office.

(j) When a vacancy occurs on the Board, the Board may appoint another eligible individual to fill that office until the next General Meeting.

2. (a) The Board may employ, on behalf of the Corporation, any agents it thinks necessary to control, manage and administer the Common Property and, in that respect, may authorize those persons to exercise the powers of and carry out the duties of the Corporation.

(b) The Board may, subject to any restriction imposed on it at a General Meeting of the Corporation, delegate powers and duties as it thinks fit, and may at any time revoke that delegation.

(c) The Board will arrange for the maintenance, repair or replacement of the Common Property and for payment for all such services.

(d) The Board will cause proper books of account to be kept in respect of all money received and expended by it and the matters in respect of which the receipt and expenditure take place; prepare financial statements relating to all money of the Corporation, and the income and expenditures of the Corporation, for each Annual General Meeting; maintain financial records of all the assets, liabilities and equity of the Corporation; and submit to the Annual General Meeting an annual report consisting of the financial statements and other information as the Board may determine or as may be directed by a resolution passed at a General Meeting.

(e) The Board will provide to Owners, within 30 days after the end of the fiscal year, September 30th, a copy of the proposed new budget for the ensuing fiscal year, including the proposed fees for Owners.

(f) The Corporation will have a corporate seal that must not be used except in a manner prescribed by the Board. Two (2) members of the Board need to sign the instrument to which the seal is affixed, except Estoppel Certificates, which may be signed and sealed by only one member of the Board, normally the Chair.

(g) Normally, but not mandatory, the officers of the Corporation will also act as the Corporation's signing authorities. The Board will prescribe, by resolution, those officers or other persons who are authorized to sign cheques, drafts, instruments and documents not required to be signed under the corporate seal, and the manner, if any, in which those cheques, drafts, instruments or other documents are to be signed.

(h) The Board will maintain insurance covering replacement cost of Common Property, adjusted annually for inflation and appreciation; two million dollars ($2,000,000) General Liability insurance; and two million dollars ($2,000,000) Directors' Liability insurance. The Board will maintain reasonable deductible amounts, which may be subject to change depending on claims.

(i) Substantial changes to insurance coverage require at least sixty (60) days' notice to all insured. Insured parties include the Corporation, all Owners, plus mortgage holders who have provided written notice requesting notice.

(j) The Board may levy and collect, after 30 days owing, interest of Prime + 5% per annum on any assessment owing by an Owner.

(k) If an Owner, tenant or other person residing in a residential Unit contravenes a Bylaw or an approved Policy of the Board, the Corporation may take action to assess a financial penalty in respect of that contravention and, if not paid, take legal proceedings, including a Caveat, to recover from the Owner, tenant or both.

(l) The Board will arrange to update the Reserve Fund Study to be completed, as needed, by outside agencies at least every five (5) years.

(m) The Board will arrange for an appraisal of the Common Property by a duly qualified appraiser, as needed, by outside agencies.

(n) Rather than using Unit Factors, the Board will assess separate fees for two- and three-bedroom Units, maintaining at least a $5 differential between the two categories.

(o) If the monthly Condo Fees are insufficient to cover unanticipated Common Expenses, the Board has the option of a one-time Special Assessment, to be voted upon at the next General Meeting. Notice of such an assessment, and the timeframe to pay, must be provided when the General Meeting is called. A Special Assessment will be in proportion to Unit Factors, as shown in the Condominium Plan.

(p) The Board will maintain a Reserve Fund that will cover anticipated expenses in the Reserve Fund Study, plus an additional 10%.

(q) The Officers of the Corporation shall be responsible for providing the necessary information and disclosure statements and Estoppel Certificates to prospective mortgagees, sellers and purchasers, as may be requested and as may be allowed under the Condominium Property Act. The Board shall set reasonable fees to charge these interested parties for providing these Estoppel Certificates and information statements.

3. (a) At the first meeting of the members of the Board held after the General Meeting of the Corporation at which they were elected, the Board will designate from its members at least two officers of the Corporation: Chair and Secretary/Treasurer. Other officers may be designated as required for the smooth operation of the Corporation.

(b) The Chair is responsible for the daily execution of the business of the Corporation and will act as Chair of the meetings of the Board. If the Chair is temporarily unable, for whatever reason, to fulfill these duties, the Board may appoint any other member of the Board to fulfill them.

(c) The Secretary/Treasurer will record and maintain all the minutes of the Board and is responsible for ensuring that all money paid to the Corporation is properly accounted for. The Secretary/Treasurer roles may be delegated at the discretion of the Board. Delegation can be made to any other Board member, to any other Owner or to an outside agent.

(d) The person or agent responsible for the financial activities of the Corporation, when directed to do so by the Board, will present a full, detailed account of receipts and disbursements of the Corporation, prepare a budget for the forthcoming fiscal year of the Corporation, and arrange for an audited statement for the most recently completed fiscal year of the Corporation.

4. (a) A quorum for a meeting of the Board is a majority of the members of the Board.

(b) All meetings of the Board are to be conducted according to the rules of procedure adopted by the Board.

(c) The Board will meet at times determined by the Board, but at least quarterly. It will also meet when a majority of Board members gives to the other members, in writing, a request to hold a meeting. Such notice must be given a minimum of seven (7) clear days in advance and must include the reasons for the meeting.

(d) At meetings of the Board, all matters are to be determined by majority vote and, in the event of a tie vote, the Chair is entitled to a casting vote in addition to the Chair's original vote.

(e) Resolutions may be passed by Board members meeting via email and/or telephone. A majority of members of the Board must approve an action in this manner, and the matter must then be submitted to the next formal Board meeting for inclusion in the formal minutes. Such a motion has the same effect as a resolution passed at a meeting of the Board duly convened and held.

5. (a) The Board will convene an Annual General Meeting within four months of the September 30th fiscal year-end of the Corporation. The Board will also, on the written request of the Owners who represent not less than 20 of the 65 Units, convene a General Meeting. The Board may also, whenever it considers it proper to do so, convene a General Meeting.

(b) When any General Meeting is to be convened, the Board will, not less than seven (7) days prior to the day on which the meeting is to be convened, give to each Owner written notice of the meeting, stating the place, date and time at which the meeting is to be convened, and the nature of any special business, if any, to be brought forth at the meeting. If a Special Resolution is to be considered at a General Meeting, the required notice is increased to fourteen (14) days. The timeframe for a notice does not include the day the notice is sent nor the day of the meeting itself.

(c) If a mortgagee wishes to be notified of General Meetings, the Board will give to that mortgagee the same notices required to be given to the Owners.

(d) A General Meeting, or anything done at that meeting, is not invalid by reason only that a person, by accident, was not, in respect of that meeting, given a notice, or a person did not in fact receive a notice in respect of that meeting.

(e) "In writing" and "written" are deemed to include email to and from the electronic address provided by the Owner to the Corporation. Owners will provide a statement indicating that this electronic address is the one at which they prefer to receive information about the Corporation's business.

(f) All General Meetings are to be conducted according to the rules of procedure adopted by the Board.

(g) The Chair of the Board will act as Chair of a General Meeting.

(h) Quorum for a General Meeting consists of representatives from not less than 30% of eligible Units, being present in person or by Proxy. If a Special Resolution is being voted on, quorum is 75% of eligible Units.

(i) Owners who owe fees or penalties to the Corporation are not eligible to vote at the AGM and are excluded from the percentage calculation for quorum.

(j) An instrument appointing a Proxy will be in writing, including email coming from the account used to communicate with the Owner. It may give the proxy holder freedom to vote as they see fit, or it may be constrained to vote in a particular manner.

(k) If, within 30 minutes from the time appointed for the commencement of a General Meeting, a quorum is not present, the meeting will stand adjourned to the corresponding day in the next week at the same place and time. If, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the commencement of the meeting, the persons entitled to vote who are present or represented by Proxy constitute a quorum for the purpose of that meeting.

(l) The order of business at an Annual General Meeting and, as far as practicable, at any other General Meeting, is to be as follows:

Call to order by the Chair;
Calling of the roll and certifying of Proxies;
Proof of notice of meeting, waiver or Proxies, as the case may be;
Reading and disposal of any unapproved minutes;
Reports of officers;
Reports of committees;
Election of members of the Board;
Unfinished business;
New business;
Adjournment.

(m) A resolution will be voted on by a show of hands unless a Poll is demanded. There is no requirement to show the count of the votes in the minutes. Anyone may request that their vote be recorded as For, Against, or Abstained.

(n) A Poll, if demanded, will be conducted in a manner as directed by the Chair. A demand for a Poll may be withdrawn.

(o) The Chair is entitled to vote. In the case of a tie in a vote, whether on a show of hands or on a Poll, the Chair of the meeting is entitled to a casting vote in addition to the Chair's original vote.

(p) If a vote is taken by a show of hands, each person entitled to vote has one vote. If a vote is taken by Poll, Owners of multiple Units have multiple votes, corresponding to the number of Units they own.

(q) Proxyholders are entitled to as many votes as the number of Proxies that they hold and are not required to cast all their votes in the same manner.

(r) If a Unit is owned by more than one person, in the case of a vote taken by a show of hands, those Co-Owners are entitled to one vote between them, and in the case of a vote taken by a Poll, a Co-Owner is entitled to that portion of the vote applicable to the Unit as is proportionate to the Co-Owner's interest in the Unit.

(s) Except for matters requiring a Special Resolution, all matters will be determined by a majority vote. A Special Resolution requires approval of 75% of 75% of the eligible Owners. See 5(i) for the definition of eligibility.

(t) A resolution signed in person or by Proxy by 21 persons who, at a properly convened General Meeting, would be entitled to vote, has the same effect as a resolution duly passed at the meeting. In the case of a Special Resolution, signatures of Owners representing 49 Units would constitute passage.

6. (a) Amending the Bylaws of the Corporation requires a Special Resolution. If a Bylaw is to be amended, repealed or replaced, the persons entitled to vote will be given written copies of the text not less than fourteen (14) days prior to the day on which the Special Resolution is to be voted on.

(b) In accordance with the Act, if a meeting is not possible or feasible, a written resolution signed by 49 of the 65 Unit Owners can be used to amend these Bylaws.

(c) Policies of the Board can be amended by majority vote of the Board, or at the AGM, and take effect immediately. Policies do not form part of these Bylaws.