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HomeMy WebLinkAbout11 023 SMART Corporation Agreement By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE �/��/ ,K,,, 1 3, • w N C I BY -LAW NO. 2011 - 023 BEING A BY -LAW TO AUTHORIZE AN AGREEMENT BETWEEN THE MUNICIPALITY OF KINCARDINE AND SAUGEEN MOBILITY AND REGIONAL TRANSIT CORPORATION (S.M.A.R.T.) WHEREAS pursuant to the Municipal Act, 2001, S.O. 2001, c.25 as amended Section 69 (2) authorizes a municipality to establish, operate and maintain a type • of passenger transportation system; AND WHEREAS Section 69 (2)(b) of the Municipal Act, 2001 authorizes a municipality to enter into an agreement granting a person the exclusive or non- exclusive right to establish, operate and maintain all or any type of a passenger transportation system within the municipality; AND WHEREAS Section 8(1) and 9 of the Municipal Act, 2001, S.O. 2001, c.25 as amended, provide that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to respond to municipal issues and has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS Saugeen Mobility and Regional Transit operates a Disability Transportation System; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine deems it advisable to enter into an agreement with Saugeen Mobility and Regional Transit for the purposes of becoming a full voting member of the S.M.A.R.T. Corporation; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That The Corporation of the Municipality of Kincardine enter into an agreement with Saugeen Mobility and Regional Transit for the purposes of becoming a full voting member of the S.M.A.R.T. Corporation. 2. That the Mayor and Chief Administrative Officer be authorized and directed to sign and execute, on behalf of the Council of The Corporation of the Municipality of Kincardine, the agreement with Saugeen Mobility and p Y g g Regional Transit attached hereto as Schedule "A" and to affix the corporate seal. 3. This By -law shall come into full force and effect upon its passage. • ...12 Page 2 S.M.A.R.T. Corporation Agreement By -Iaw By -Iaw No. 2011 - 023 • 4. This By -Iaw may be cited as the "S.M.A.R.T. Corporation Agreement By-law". READ a FIRST and SECOND TIME this 16 day of February, 2011. MINA 1 fl 11+2,c. 2 .r Clerk READ a THIRD TIME and FINALLY PASSED this 16 day of February, 2011. 110 IP' 1■ - _ or Clerk U • • • fr G !d THIS AGREEMENT made this 5 day of August, 2010 BETWEEN: THE CORPORATION OF THE TOWN OF HANOVER Hereinafter called "Hanover" - and - THE CORPORATION OF THE MUNICIPALITY OF ARRAN- ELDERSLIE Hereinafter called "Arran- Elderslie" -and - THE CORPORATION OF THE MUNICIPALITY OF BROCKTON Hereinafter called "Brockton" -and - THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE Hereinafter called "Kincardine" -and - THE CORPORATION OF THE MUNICIPALITY OF WEST GREY Hereinafter called "West Grey" -and - SAUGEEN MOBILITY AND REGIONAL TRANSIT (S.M.A.R.T.) Hereinafter called " S.M.A.R.T" WHEREAS Section 69 of the Municipal Act, S.O. 2001, c.25, as amended, authorizes Municipalities to operate transportation systems; r Page 2 of 10 AND WHEREAS Section 20 of the Municipal Act, authorizes two or more Municipalities to enter into an Agreement to jointly provide for their joint benefit any matter which all have power to provide within their own boundaries; AND WHEREAS by letters patent dated the 23" day of December, 1980, the "Bruce, Grey and Huron Disability Transportation Corporation" was created; AND WHEREAS by an Application for Supplementary Letters Patent dated September 17 2009, said Corporation changed its name to "Saugeen Mobility and Regional Transit (S.M.A.R.T.) "; AND WHEREAS the current and only Members of the Corporation are the parties hereto, each of whom has appointed a municipal representative, as their proxy and representative to attend all meetings of the Members; AND WHEREAS said representatives have in turn appointed each other as Directors of the Corporation. AND WHEREAS the Corporation operates a Disability Transportation System as contemplated by Section 203 of the Municipal Act and Regulation 599/06; AND WHEREAS the parties wish to enter into this Agreement to provide for the continued operation and management of the Corporation which provides disability transportation services within their boundaries; AND WHEREAS the Members and Directors intend to repeal By -Law #1 of the Corporation and adopt By -Law #3 (a drag of which is attached hereto as Schedule "A ") in substitution therefore; NOW THIS AGREEMENT WITNESSETH that the parties, in consideration of the premises and the mutual covenants herein contained, hereto agree as follows: .: Page 3 of 10 Obiective 1.1 The purpose of this Agreement is to provide for the continued operation of the Corporation in accordance with the Corporation objects as set out in its Letters Patent dated December 23, 1980 (and in accordance with the proposed amendments set out in paragraph 1.2 hereunder) and which state: "(a) To promote, supply and render services of a charitable nature to mentally retarded and physically handicapped persons and for the objects aforesaid: 1. To provide transportation services for mentally retarded and physically handicapped persons. 2. To purchase, lease or take in exchange, hire or otherwise acquire motor vehicles and operate the same to provide transportation services for the mentally retarded and physically handicapped. 3. To purchase, lease or take in exchange, or otherwise acquire any real property that may be necessary to provide transportation facilities for the mentally retarded and physically handicapped persons. (b) To cooperate with other organizations, whether incorporated or not, which have objects similar in whole or in part to the objects of the Corporation. (c) To solicit, receive, hold use and enjoy contributions of money and gifts, legacies and bequests of any property, whether real or personal, for the purpose of the Corporation and to disburse, sell, convert or otherwise dispose of the same from time to time, whether acquired by purchase, gift, grant or bequest, and to apply the same or receipts or profits derived therefrom for the purposes of the Corporation. (d) To give donations for charitable purposes." 1.2 The parties shall apply for Supplementary Letters Patent to amend paragraph (a) of its Letters Patent as set out above by deleting the same and substituting therefore: "(a) To promote, supply and render services of a charitable nature to mentally and physically challenged persons and for the objects aforesaid: Page 4 of 10 1. To provide transportation services for mentally and physically challenged persons; 2. To purchase, lease or take in exchange, hire or otherwise acquire motor vehicles and operate the same to provide transportation services for mentally and physically challenged persons. 3. To purchase, lease or take in exchange, or otherwise acquire any real property that may be necessary to provide transportation facilities for mentally and physically challenged persons." 1.3 Said Supplementary Letters Patent shall be in the form attached hereto as Schedule "B ". Members 2.1 To ensure the continued operation of the Corporation as set out in paragraph 1.1 and 1.2 above, each of the parties hereto, who are the only Members of the Corporation, in accordance with Section 17 of the draft By -Law #3 attached hereto as Schedule "A ", shall appoint as their proxy and representative a Municipal Councillor, Mayor, Municipal staff member or other community member as its representative to attend all meetings of Members of the Corporation. And in addition thereto, each Member shall appoint an alternate from one of the aforesaid to attend meetings of the Members in the event the person initially appointed is unable to attend said meetings. Directors 3.1 The Members' representatives referred to in paragraph 2.1 shall in tum elect each other as Directors to the Corporation Board of Directors to hold a term of office for a term in accordance with paragraph 3 of By -Law #3. In the event said Director cannot attend a meeting of the Directors then the altemate referred in paragraph 2.1 shall attend in his or her place. 3.2 The total number of directors shall be a maximum of 5, unless another Municipality becomes a party to this agreement in which case the number of Directors shall increase from 5 to 6. The • Page 5 of 10 number of Directors shall increase by one for each additional Municipal Corporation that becomes a Member of the Corporation. Policy Development: 4.1 It shall be the responsibility of the Directors to ensure that proper operational policies and manuals are developed and approved by the Board including but not limited to policies for financial records and reporting, insurance, accessibility, workplace violence and harassment, employment and harassment. Assets 5.1 The parties acknowledge that the assets of the Corporation including but not limited to vehicles, lifts, office furniture, equipment and supplies belong to the Corporation and in the event one of the parties hereto ceases to be a Member of the Corporation, that Member shall not be entitled to any share of the assets or the value of any share of assets owned by the Corporation. Said assets shall remain the absolute property of the Corporation. 5.2 The parties acknowledge that if the Corporation ceases to operate, said assets shall be disposed of in accordance with the Corporation's Letters Patent as amended from time to time. Host Municipality 6.1 The parties hereto agree that The Corporation of the Town of Hanover shall act as the "Host Municipality" for the receipt of funding in accordance with the Ministry of Transportation's Letter Agreement dated April 3` 2009 between the aforesaid Ministry and Hanover which Letter Agreement was approved by the Town of Hanover Bylaw #2644 -09. A copy of said Bylaw and Letter Agreement are attached hereto as Schedule "C ". Page 6of10 6.2 The "Host Municipality" shall be responsible to maintain accurate records of all monies received and disbursed on behalf of the Corporation. The "Host Municipality" shall provide to the Directors and Members monthly income and loss statements. 6.3 The "Host Municipality" shall be eligible for compensation for its administrative costs associated therewith as determined by the Directors from time to time and confirmed by a Resolution signed by all the Directors of the Corporation. 6.4 The "Host Municipality" shall have its financial records maintained pursuant to paragraph 6.2 above audited by its Municipal Auditors. 6.5 The "Host Municipality" shall provide to the Corporation, its Directors and Members a statement of activity for the "gas tax reserve" administered on behalf of the Corporation. This statement shall be a bi -annual statement for the period ending March 31 and September 30 in each and every year. Cost Sharing 7.1 Each Municipality to this Agreement shall pass the necessary By -Law and execute such further and other documents as are necessary so that its annual partnership funding commitment shall be paid directly to the Corporation in two annual installments. Said funding installments shall be received by the Corporation no later than March 31 and June 30 in each fiscal year. 7.2 Municipalities more than four (4) months in arrears of partnership funding shall have their voting privileges suspended and in the discretion of the remaining Directors of the Corporation, the Corporation may suspend or terminate services to the Municipality in question. Prior to such suspension of services, the Board may request the Mayor of the Municipality to attend a meeting of the Board of Directors to review and resolve the issue. 7.3 The Parties shall share the cost of the operation of the Corporation based on the funding Page 7 of 10 formally used by the Ministry of Transportation for the Public Transportation Programs which, as of the date hereof, is currently 70% ridership and 30% population. 7.4 A "Ride" is defined as one person being transported from one point to another. A "Return Trip" is two "rides ". A "Retum Group Excursion" is the number of passengers multiplied by two. 7.5 The Corporation shall maintain accurate ridership statistics in order to establish annual municipal contribution amounts. Addition of New Members 8.1 If any other Municipality wishes to become a Member of the Corporation, they may apply to the Directors in accordance with paragraph 17 of By -Law #3 attached hereto as Schedule "A ". 8.2 If the Directors approve the Application for Membership, it shall be conditional upon the applying Municipality agreeing to be bound by the terms of this Agreement and the parties agreeing to a new cost sharing calculation for the balance of the fiscal year. Withdrawal of a Member 9.1 No Member shall withdraw or resign as a Member of the Corporation without giving written notice to the parties hereto and the Corporation which notice shall be effective on December 31 of the year following the year in which notice was given (ie a notice given in 2010 will take effect on December 31, 2011). Said Member shall be obligated to pay its proportionate share of the operating costs of the Corporation until the effective date of its withdrawal. Audit 10.1 The Directors shall, pursuant to Section 94(1) of the Corporations Act, R.S.O. 1990, c.C.38, ensure that the Members appoint an auditor at each annual meeting, failing which, they shall make such appointment. Said auditor shall at the following annual meeting shall present to the Members Page 8 of 10 audited financial statements for the Corporation's fiscal year end in question as required by Section 96(2) of the Corporations Act. Notice 11.1 Any notice required to be sent or served pursuant to this Agreement may be sent by registered mail addressed to each of the parties hereto at their address shown hereunder or the respective facsimile numbers as set out hereunder. Any notice sent by registered mail shall be deemed to be received five (5) days after it was mailed. Any notice sent by facsimile shall be deemed to be received at 9am on the following business day. The Corporation of the Town of Hanover 341 -10' Street, Hanover, Ontario N4N 1P5 Facsimile: 519- 364 -6456 The Corporation of the Municipality of Arran- Elderslie 1925 Bruce Road, Box 70, Chesley, Ontario NOG 1LO Facsimile: 519- 363 -2203 The Corporation of the Municipality of Brockton 100 Scott Street, Box 68, Walkerton, Ontario NOG 2V0 Facsimile: 519- 881 -2991 The Corporation of the Municipality of Kincardine 1475 Conc. 5, R.R. #5, Kincardine, Ontario N2Z 2X6 Facsimile: 519- 396 -8288 The Corporation of the Municipality of West Grey Fire #402813 Grey Road 4, R.R. #2, Durham, Ontario NOG 1R0 Facsimile: 519- 369 -5962 By -Law #3 12.1 The parties hereto shall cause the Corporation to adopt By -Law #3 in the form attached hereto as Schedule "A ". Page 9 of 10 Arbitration 13.1 The parties agree that if any dispute arises in connection with any of the provisions herein contained between any of the parties hereto that such disputes shall be resolved by binding arbitration pursuant to the provisions of the Arbitrations Act of Ontario, S.O. 1991, Chapter 17 as amended. Review 14.1 This agreement shall be reviewed annually by the parties on the 30' day of June of each and every year commencing June 2011 with any amendment to be effective January 1" of the following year. S.M.A.R.T. 15.1 S.M.A.R.T. acknowledges the terms of this Agreement and agree to be bound by the same. IN WITNESS WHEREOF the parties hereto have affixed their corporate seals attested by their authorized officers in that behalf. SIGNED, SEALED AND DELIVERED in the presence of: THE CORPORATION O' THE TOWN OF HANOVER ./ Per: AJ. 1, /I.L 4a' . . • orj Per: Chi - A . nistrative Officer . - Page 10 of 10 THE CORPORATION OF THE MUNICIF • II'TYY 0 ARRAS RRAN ELDERS-LIE L \ Per: i s i i Ma P- . —3e[ ■ - - _ THE CORPORATION OF THE MUNICIPALITY QFOCKTON nn Per C a 4= `. Mayor Per: alrr i THE CORPORATION OF THE MUNICIPA I - NCARDINE 1 Per• ,! L ayor , Per: Fief Administrative O5a er THE CORPORATION OF THE ICIPAL OF WEST GREY Per: ZL GG t- Mayor Per: Owe-Lc- L h c- ' -ss Chief Administrative Offic SAUGEEN MOBILITY AND REGI 9 NAL TRANSIT (S.M.A.R.T.) Per Al _ 1 s 1 /..'_ . - - II i ctor Per 1 3 134,-.20/ s " z -_ Director '` s.. s BY -LAW #3 A by -law relating generally to the transaction of the affairs of SAUGEEN MOBILITY AND REGIONAL TRANSIT (S.M.A.R.T.). TABLE OF CONTENTS Article 1 Head Office Article 2 Seal Article 3 Board of Directors Article 4 Vacancies, Board of Directors Article 5 Quorum and Meetings, Board of Directors Article 6 Errors in Notice, Board of Directors Article 7 Voting, Board of Directors Article 8 Powers Article 9 Remuneration of Directors Article 10 Officers of Corporation Article 11 Duties of' President and Vice - President Article 12 Duties of Secretary Article 13 Duties of Treasurer Article 14 Duties of other Officers Article 15 Execution of Documents Article 16 Books and Records Article 17 Membership Article 18 Dues Article 19 Annual and Other Meetings of Members Article 20 Error and Omission in Notice Article 21 Adjournments Article 22 Quorum of Members Article 23 Voting of Members Article 24 Financial Year Article 25 Cheques, etc. Article 26 Deposit of Securities for Safekeeping Article 27 Notice Article 28 Borrowing Article 29 Interpretation BE IT ENACTED as a by -law of SAUGEEN MOBILITY AND REGIONAL TRANSIT (S.M.A.R.T.). HEAD OFFICE 1. The head office of the Corporation shall be 603 Bruce Road 19, R.R. #1 Elmwood, in the Municipality of Brockton, in the County of Bruce in the Province of Ontario, and at such place therein as the directors may be from time to time determine. 2 SEAL 2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation. BOARD OF DIRECTORS 3. The affairs of the Corporation shall be managed by a board of five directors. Each Member shall appoint one Director. The Directors shall be a Mayor, Municipal Councillor, Municipality Employee or other community member of the Municipality. Each Director shall hold office until the next annual meeting of the Members. The whole board shall be retired at each annual meeting, but shall be eligible for re- appointment if otherwise qualified. The Members of the Corporation may, by resolution passed by at least two- thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office. VACANCIES, BOARD OF DIRECTORS 4. Vacancies on the board of directors, however caused, may, be filled by the Member of the Corporation whose representative has vacated the Board, as it shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the Members at which the directors for the ensuing year are appointed, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the Members to fill the vacancy. QUORUM AND MEETINGS, BOARD OF DIRECTORS 5. A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors' meetings may be formally called by the President or Vice - President or by the Secretary on direction of the President or Vice - President, or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered, telephoned, or sent by facsimile or email to each director not less than one day before the meeting is to take place or shall be mailed to each other director not less than five days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by -law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A directors' meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special or general at any meeting of the board. 3 ERRORS IN NOTICE, BOARD OF DIRECTORS 6. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat. VOTING, BOARD OF DIRECTORS 7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the President, in addition to his original vote, shall have a second or casting vote. All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice- President or such other director as the board may from time to time appoint for the purpose. POWERS 8. The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized may deem advisable. Without in any way derogating from the foregoing, the Directors of the Corporation are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable. REMUNERATION OF DIRECTORS 9. The Directors of the Corporation shall receive no remuneration from the Corporation for acting as such. OFFICERS OF THE CORPORATION 10. There shall be a President, a Vice - President, a Secretary and a Treasurer or in lieu of a 4 Secretary and Treasurer, a Secretary- Treasurer and such other officers as the board of directors may determine by by -law from time to time. One person may hold more than one office except the offices of the President and Vice - President. The President and Vice - President shall be elected by the board of directors from among their number at the first meeting of the board after the annual appointment of such board of directors, provided that in default of such appointment the then incumbents, being members of the board, shall hold office until their successors are appointed. The other officers of the Corporation need not be members of the board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board. DUTIES OF PRESIDENT AND VICE- PRESIDENT 11. The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by -laws. During the absence or inability of the President, his/her duties and powers may be exercised by the Vice - President, and if the Vice - President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. DUTIES OF SECRETARY 12. The Secretary shall be ex officio clerk of the board of directors. He /she 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 /she shall give all notices required to be given to members and directors. He /she shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he /she shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution, and he /she shall perform such other duties as may from time to time be determined by the board of directors. DUTIES OF TREASURER 13. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. He/she shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefore and shall render to the board of directors at the regular meetings thereof or whenever required of him/her, an account of all his/her transactions as Treasurer, and of the financial position of the Corporation. He /she shall also perform such other duties as may from time to time be determined by the board of directors. 5 DUTIES OF OTHER OFFICERS 14. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them. EXECUTION OF DOCUMENTS 15. Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice - President and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same. Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President, Vice - President, Treasurer or by any person authorized by the Directors of the Corporation. The President, Vice - President, the directors, Secretary or Treasurer, or any other one of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation. Notwithstanding any provisions to the contrary contained in the by -laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed. BOOKS AND RECORDS 16. The directors shall see that all necessary books and records of the Corporation required by the by -laws of the Corporation or by any applicable statute or law are regularly and properly kept. MEMBERSHIP 17. The membership shall consist of the Corporation of the Town of Hanover, the Corporation of the Municipality of Arran- Elderslie, the Corporation of the Municipality of Brockton, the Corporation of the Municipality of West Grey the Corporation of the Municipality of Kincardine and such further Municipalities as may be approved by the Board of Directors. The membership of any new Municipality approved for membership by the Board of Directors shall be conditional upon 6 the Municipality agreeing to be bound by the terms of any agreement among the existing member of the Corporation. Members may resign by resignation in writing which shall be effective on December 31s` of the year following the year in which notice is given. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by it to the Corporation prior to December 31 S ` of the year following the year in which notice is given. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Members shall vote through a duly appointed proxy or representative who shall be the member's mayor, a duly elected councillor, municipal employee or other community member of the municipality. Each member shall promptly be informed by the Secretary of his admission as a member. DUES 18. There shall be no membership fees payable by members to become a member of the Corporation and there shall be no annual membership fee payable. ANNUAL AND OTHER MEETINGS OF MEMBERS 19. The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a board of directors appointed and auditors appointed for the ensuing year and the renumeration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice - President shall have power to call at any time a general meeting of the members of the corporation. No public notice nor advertisement of members meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or facsimile, ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Corporation are present thereat and represented by a proxy duly appointed, and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact. 7 ERROR OR OMISSION IN NOTICE 20. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at that time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Corporation. ADJOURNMENTS 21. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present. QUORUM OF MEMBERS 22. A quorum for the transaction of business at any meeting of members shall consist of not less than three members present and represented by proxy; provided that in no case can any meeting be held unless there are two members present and represented by proxy. VOTING OF MEMBERS 23. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote. At all meetings of members every question shall be decided by a majority of the votes of the members present as represented by their proxy unless otherwise required by the by -laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by a member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded, a declaration by the President that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present by proxy, and such poll shall be taken in such manner as the President shall direct and the result of such poll shall be deemed the decision of the Corporation in the general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the President shall be entitled to a second or casting vote. 8 FINANCIAL YEAR 24. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the 31" day of December in each year. CHEQUES 25. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation's banker for the credit of the Corporation, or the same may be endorsed "for collection" or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips. DEPOSIT OF SECURITIES FOR SAFEKEEPING 26. The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other fmancial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof. NOTICE 27. Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the Letters Patent, the by -laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the persons to whom it is to be given or if delivered to their recorded address or if mailed to them/it at their recorded address and by prepaid ordinary mail, or if sent to them/it at their recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or at the recorded address as aforesaid; a notice 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 transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, • 9 director, officer or auditor in accordance with any information believed by him/her to be reliable. BORROWING 28. The directors may from time to time (a) borrow money on behalf of the Corporation; or (b) issue, sell or pledge securities of the Corporation; or (c) charge, mortgage, hypothecate or pledge all or any of the real property or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debts, or any other obligation or liability of the Corporation. From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with the power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation. INTERPRETATION 29. In these by -laws and in all other by -laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations. Passed by the board of directors and sealed with the corporate seal this day of , 2010. e i Presi • ent Secretary ^ For Ministry Use Only Ontario Corporation Number 1 A rusepe maid' du miniskirt, Numbro de Is sooiet9 en Ontario 465990 APPUCATION FOR SUPPLEMENTARY LETTERS PATENT REOUETE EN VUE D'OSTEN1R DES RETIRES PATENTEES SUPPLEUENTA/RES Fonn 3 1. Name of the applicant corporation: (Set out in BLOCK CAPITAL LETTERS) Corporations Denomination sgdsIe de la personae 1noreN : (Scare en LETTRES MAJUSCULES SEULEMEN Aot SAUGEEN MOBILITY AND REGIONALI Formule 3 Lol sur les T R A N S I T (S M A R T ) personas, G morels, • 2. The name of the corporation Is changed to (if applicable): (Sat out In BLOCK CAPITAL LETTERS) Le denomination socials die le personae morale deviant (le cas echeent) : (Satre en LETTRES MAJUSCULES SEULEMENT) • 3. Date of incorporation/amalgamation: 1 980 Dec 23 Date de la Constitution ou de Ik fusion War/Asia Month/Mob Day /Jour 4. The resolution authorizing this application was confirmed by the delreholders/member3 of the corporatlon on: La resalutfon autorlsant la presents requite a eai ratlliee par lsstllonnalres ou membres de la pmsanne morale le : 2010 Mar 16 Year/Annie MonUYMois Day /Jour under section 34 or 131 of the Corporations Act. lux tonnes de Particle 34 ou 131 de la Loi sur les personnes morales. 5. The Corporation applies for the issue of supplementary letters patent to provide as follows: La peraonne morale demands le dAlivrance de Mires patentee supplementaires qui prdvoient co qui suit : 07106 (12/2008) THAT the objects of the Corporation as set forth in the Letters Patent granted by the Ministry of Consumer and Commercial Relations on the 23"' day of December, 1980 as subsequently amended by Supplementary Letter Patent granted the 17"' day of September, 2009, be further amended by deleting paragraph 3(a) of "The objects for which the Corporation is to be incorporated are' and substituting therefor the following: `(a) To promote, supply and render services of a charitable nature to mentally and physically challenged persons and for the objects aforesaid: 1. To provide transportation services for mentally and physically challenged persons. 2. To purchase, lease or take in exchange, hire or otherwise acquire motor vehicles and operate the same to provide transportation services for mentally and physically challenged persons. 3. To purchase, lease or take in exchange, or otherwise acquire any real property that may be necessary to provide transportation facilities for mentally and physically challenged persons? This Corporation is not insolvent within the meaning of subsection (4) of Section (19) of Ontario Regulation 181 of R.R.O. 1990. Spacial Provisions: The special provisions as set out on page 1 of the Letters Patent granted by the Ministry of Consumer and Commercial Relations on the 23 day of December, 1980 are deleted and the following are substituted therefor. (a) The corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the corporation shall be used in promoting its objects. (b) The corporation shall be subject to the Charities Accounting Act and the Charitable Gifts Act (Ontario) as amended or re- enacted from time to time. (c) The directors shall serve as such without remuneration and no director shall directly or Indirectly receive any profit from their positions as such, provided that directors may be paid reasonable expenses incurred by them in the performance of their duties. (d) The borrowing power of the corporation pursuant to any by -law passed and confirmed in accordance with section 59 of the Corporations Act shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the corporation shall not be so limited if it borrows on the security of real or personal property. (e) if it is made to appear to the satisfaction of the Minister, upon report of the Public Guardian and Trustee, that the corporation has failed to comply with any of the provisions of the Charities Accounting Act or the Charitable Gifts Act, the Minister may authorize an Inquiry for the purpose of determining whether or not there is sufficient cause for the Lieutenant Govemor to make an order under subsection 317(1) of the Corporations Act to cancel the letters patent of the corporation and declare them to be dissolved. (f) To Invest the funds of the Corporation pursuant to the Trustees Act. (g) Upon dissolution of the corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charities registered under the Income Tax Act ^ 2 (Canada), in Canada. (h) For the above objects, and as Incidental and ancillary thereto, to exercise any of the powers as prescribed by the Corporations Act, or by any other statutes or laws from time to time applicable, except where such power is limited by these Supplementary Letters Patent or the statute or common law relating to charities. This application is executed in duplicate La prdsente requite est falte en double examplaire. SAUGEEN MOBILITY AND REGIONAL TRANSIT (S.M.A.R.T.) Current Name of Corporation De 'nomination socials actuede de la personae morale BY Par: . / 's .6 t.. ji l ii..I , DIRECTOR -_ Sicin u _ Description of Office Signature Function / ti c� _ DIRECTOR Signature Description of Office Sere Function J SCHEDULE 'C' THE CORPORATION OF THE TOWN OF HANOVER BY -LAW NO. 2644-09 BEING a by -law to authorize the Town of Hanover to collect the Dedicated Gas Tax Funds from the Ministry of Transportation. WHEREAS the Bruce, Grey, Huron Disability Transportation Corporation operates a disabled transit service in the municipalities of Hanover, West Grey, Brockton, South Bruce and Arran—Elderslie. AND WHEREAS the Town of Hanover is the host municipality for receipt of any funding for the Bruce, Grey, Huron Disability Transportation Corporation on behalf of the above noted municipalities. AND WHEREAS the Province has agreed to institute Dedicated Gas Tax Funds for Public Transportation Programs; AND WHEREAS the Province requires a by -law from the municipalities involved in a jointly provided public transportation service, agreeing to the Town of Hanover collecting the dedicated gas tax funds on their behalf; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN OF HANOVER ENACTS AS FOLLOWS: 1. THAT the Town of Hanover agrees to the Town of Hanover being the host municipality for collecting the dedicated gas tax funds from the Ministry of Transportation on their behalf. 2. THAT the Mayor and Director of Corporate Services/Treasurer are hereby authorized to execute the Letter of Agreement dated April 3b, 2009 attached hereto as Schedule 'A'. 3. THAT the Town of Hanover agrees that the funds received under the Dedicated Gas Tax Funds for Public Transportation Program will be used in accordance with the 2008/2009 Guidelines and Requirements issued by the Ministry of Transportation. READ A FIRST, SECOND and THIRD TIME and FINALLY PASSED this 20th day of April, 2009. JO/. ItAto14' I Ka i askell, Mayor d , M' . /' .-I D lop, CAO /Clerk SCHEDULE 'A' TO BY•LAW NO. 2644-Of Ministry of alnisrere des Transportation Transports _ _ Office of the Minister Bureau du ministre - 1 *' Ferguson Block, 3rd Floor Slice Ferguson, 3° Stage TOWN OF HANOVER mINI.N.emm 77 WeIIesley St. West 77, rue Wellesley ouest MUNICIPAL OFFICE Ontario Toronto, Ontario Toronto (Ontario) RECEIVED M7A 1Z8 M7A 1Z6 416 327 -9200 416 327 -9200 www.mto.gov.on.ca www.mto.gov.on.ca APR - 7 2009 Copy to April 3, 2009 cA.o. ,rw Her Worship Kathi Maskell �� Mayor .. .w.. 3:1[ The Town of Hanover 121M111122111.1111 341 10th Street Hanover, Ontario N4N 1P5 Dear Mayor Maskell: RE: Letter of Agreement between Her Majesty the Queen in right of the Province of Ontario, represented by the Minister of Transportation for the Province of Ontario (the "Ministry") and the Town of Hanover (the "Municipality ") Related to Funding Provided by the Province of Ontario (the "Province ") to the Municipality under the Dedicated Gas Tax Funds for Public Transportation Program (this "Letter of Agreement ") This Letter of Agreement sets out the terms and conditions for the use of dedicated gas tax funds by municipalities for public transportation. As the Province desires to continue increasing public transportation ridership to support the development of strong communities, the Ministry is maintaining the Dedicated Gas Tax Funds for Public Transportation Program (the "program °) under which two (2) cents of the existing provincial gas tax will be provided to municipalities for public transportation expenditures. Any funding to the Municipality by the Ministry will be provided in accordance with the terms and conditions set out in this Letter of Agreement and the Dedicated Gas Tax Funds for Public Transportation Program — 2008/2009 Guidelines and Requirements (the "guidelines and requirements "). In consideration of the mutual covenants and agreements contained in this Letter of Agreement and the guidelines and requirements, which have been reviewed and are understood by the Municipality and are hereby incorporated by reference, the Ministry and the Municipality covenant, and agree as follows: 1. To support increased public transportation ridership in the Municipality, and in recognition of the Municipality's need for predictable and sustainable funding to support investments in the renewal and expansion of public transportation systems, the Ministry agrees to provide funding to the Municipality under the program in an amount up to $274,792 in accordance with and subject to the terms set out in this Letter of Agreement and . the guidelines and requirements, with $137,396 payable on receipt of this signed Letter of Agreement and related authorizing municipal by -law, and remaining quarterly payments thereafter beginning in January, 2009. 4 2 2. Despite Section 1, the Municipality understands and agrees that any amount payable under this Letter of Agreement may be subject, at the Ministry's discretion, to adjustment to reflect final gas tax receipts and any other adjustments as set out in the guidelines and requirements, including those related to annual appropriations of funds by the Legislative Assembly of Ontario. 3. If the Municipality receives dedicated gas tax funds on behalf of any other municipality, and the other municipality has agreed to the Municipality collecting the dedicated gas tax funds on its behalf, the Municipality shall provide, in compliance with the requirements set out in the guidelines and requirements, any applicable municipal by -law and legal agreement between the Municipality and the other municipality providing for such arrangement to the Ministry prior to the payment of any dedicated gas tax funds by the Ministry under this Letter of Agreement. 4. The Municipality shall deposit the funds received under this Letter of Agreement in a dedicated gas tax funds reserve account, and use such funds only in accordance with the guidelines and requirements. 5. The Municipality shall adhere to the reporting and accountability measures set out in the guidelines and requirements, and shall provide all requested documents to the Ministry. 6. The Municipality understands and agrees that the funding provided under this Letter of Agreement represents the full extent of the Ministry's and Province's financial contribution under the program and that no additional funds will be provided by either the Ministry or the Province for such purposes to the Municipality for the years 200812009. 7. The Ministry may terminate this Letter of Agreement at any time, without cause, upon giving at least sixty (60) days written notice to the Municipality. If the Ministry terminates this letter of agreement without cause, it may cancel all further dedicated gas tax funds payments. Where the Ministry has terminated this Letter of Agreement under this Section, the Ministry may, after determining the Municipality's reasonable costs to terminate any binding agreement for any eligible public transportation service acquired or to be acquired with dedicated gas tax funds provided under this Letter of Agreement, provide the Municipality with additional funding to offset, in whole or in part, such costs. The additional funding may be provided only if there is an appropriation for this purpose, and in no event shall the additional funding result in the total funding under this Agreement exceeding the amount specified under Section 1. 8. If the Legislature fails to appropriate sufficient funds for the program, the Ministry may terminate this Letter of Agreement immediately by giving notice to the Municipality. In such instance the Ministry may cancel all further dedicated gas tax fund payments. 9. Any provisions, including those in the guidelines and requirements, which by their nature are intended to survive the termination or expiration of this Letter of Agreement, shall survive its termination or expiration. 10. The Municipality hereby consents to the execution by the Ministry of this Letter of Agreement by means of an electronic signature. a 3 If the Municipality is satisfied with and accepts the terms and conditions of this Letter of Agreement, please secure the required signatures for the four enclosed copies of this Letter of Agreement and return two fully signed copies to: Ministry of Transportation Division Services and Program Management Office 27 Floor, Suite # 2702 777 Bay Street, Toronto, Ontario M7A 2J8 Once the Ministry has received the signed copies together with a copy of the authorizing municipal by -law, the Ministry will make arrangements for the payment of the dedicated provincial gas tax funds to the Municipality. Yours sincerely, Jim Bradley Minister of Transportation I have read and understand the terms of this Letter of Agreement, as set out above, and by signing below I am signifying the Municipality's consent to be bound by these terms. The Corporation of the Town of Hanover JJ Per: t i Date: fJp . ' '/' l ayor Per �' vlto Grt A& P KW Date: (/ jt,o)/09 Chief Financial Officer/Treasurer