NOTICE OF ANNUAL GENERAL MEETING When: May 1, 2014 Where: Mactaquac Lodge Time: 6:30 p.m. Stephen Leavitt Secretary-Treasurer

AGENDA

ANNUAL GENERAL MEETING

May 1, 2014 1 Call to Order 2 Agenda – Review, Additions, Approval 3 Approval of Minutes of Meeting on November 4, 2013 - matters arising from minutes 4 Reports

- Commodore - Vice-Commodore - Secretary-Treasurer

5 Old Business 6 New Business

- direction of MSA - purchases of items (bbq, race markers, burgees, etc.) - 2014 Membership and Race Fees

- confirmation of membership fees - 2014-2015 Budget

7 Elections of 2014-2015 Executive - Commodore - Vice-Commodore - Secretary-Treasurer

8 Committees

- Race - Social - Cruise

9 Adjournment

Mactaquac Sailing Association Application to become Member / Associate Member

Applicant’s Name: ________________________________________________________________ Name of spouse / partner (optional): _________________________________________________ Address: ___________________________________________________________________________

(Street / PO Box) (City/Town ) (Postal Code) Telephone: ___________________________________________________________________________

(Residence) (Work) (Mobile) E-Mail: ___________________________________________________________________________ Boat: Manufacturer ________________________________ Length _______________

Name ______________________________________ If boat is co-owned, please provide name, address, telephone numbers, and email of each co-owner (please use reverse side if insufficient space here): ____________________________________________ Approval of Executive: The Executive of the Mactaquac Sailing Association (“MSA”) must approve every application for membership and collect the applicable membership fee before an applicant is accepted as a Member or Associate Member. Insurance: (1) The applicant agrees to abide by and be bound by the provisions of the Constitution, bylaws, rules and regulations of the MSA, and by the following disclaimer:

The MSA is an association operated by volunteers from the membership. It is not a commercial marina or enterprise, and has no paid staff. The MSA has access to facilities that may be used by Members, Associate Members, and their guests. The MSA does not guarantee the condition, safety, or fitness for any purpose of any of the facilities, and will not accept any liability for claims of any nature arising from the use thereof by any person. Any person using the facilities, including facilities located in Walinaik Cove, does so only on the express condition that such use is entirely at his or her own risk.

(2) The applicant certifies that the above-noted sailboat is covered by a policy of insurance for personal liability and property damage. Particulars of the insurance are as follows:

Insurance Company ____________________ Insurance Agent ____________________ Policy Number ____________________

Expiry Date ____________________ The applicant agrees that, in the event of expiry or cancellation of this insurance, notice will be given to the Executive within 30 days of the expiry or cancellation; the applicant understands that failure to do so may result in termination of my membership. _________________________ __________________________________________________ Date Applicant’s Signature For use by Executive: Member_____ Associate Member_____ Approved_____ Not Approved_____ _________________________ __________________________________________________ Date Commodore’s Signature

- 1 -

Constitution

Of the

Mactaquac Sailing Association

WHEREAS the MACTAQUAC SAILING ASSOCIATION

(hereinafter referred to as “MSA” or the “Association” was formed

in 1969;

AND WHEREAS all the records of any previous constitution

cannot be found;

AND WHEREAS this Constitution shall replace and supersede

any others passed prior to the day of enactment;

AND WHEREAS this Constitution herein is necessary for the

good operation of the Association;

NOW THEREFORE BE IT ENACTED that the following is hereby the Constitution

of the MSA;

- 2 -

MACTQUAC SAILING ASSOCIATION CONSTITUTION

TABLE OF CONTENTS

ARTICLE I BUSINESS OF THE ASSOCIATION

1.1.0 Objective 1.2.0 Colours, Flag and Crest

ARTICLE II MEMBERSHIP 2.1.0 Qualifications 2.2.0 Suspension or Expulsion of Members or Associate Members ARTICLE III FEES 3.1.0 Membership Fees ARTICLE IV EXECUTIVE 4.1.0 Qualifications and Elections of Members of the Executive 4.2.0 Vacancies – Executive 4.3.0 Duties of the Executive 4.4.0 Responsibilities of the Executive 4.5.0 Remuneration of Members of the Executive 4.6.0 Liability 4.7.0 Indemnity of Members of the Executive and Officers 4.8.0 Execution of Documents ARTICLE V MEETINGS OF MEMBERS OF THE EXECUTIVE 5.1.0 Quorum 5.2.0 Place of Meeting and Notice 5.3.0 Errors in Notice 5.4.0 Voting ARTICLE VI MEETING OF MEMBERS/ASSOCIATE MEMBERS 6.1.0 Annual and Other meetings of Members 6.2.0 Notice 6.3.0 Error or Omission in Notice 6.4.0 Adjournments 6.5.0 Proxies 6.6.0 Voting of Members ARTICLE VII BOOKS AND RECORDS 7.1.0 Books and Records 7.2.0 Reports ARTICLE VIII FINANCES 8.1.0 Fiscal Year 8.2.0 Cheques 8.3.0 Financial Review

- 3 -

ARTICLE IX INTERPRETATION ARTICLE X DISSOLUTION OF THE ASSOCIATION 10.1.0 Dissolution ARTICLE XI EFFECTIVE DATE 11.1.0 Effective Date 11.2.0 Governing Constitution

- 4 -

ARTICLE I: BUSINESS OF THE ASSOCIATION

1.1.0 Objective

1.1.1The objectives of the Mactaquac Sailing Association are to promote, to adults and

youth, sailboat racing, sailboat cruising, day sailing, and boating safety on the Mactaquac

Head Pond, as well as act as liaison with Mactaquac Provincial Park through the

Executive.

1.2.0 Colours, Flag, and Crest

a) The colours of the Association shall be navy blue and white;

b) The MSA pennant shall be a rectangular flag having the letters “M”, “S”, “A” as

represented by the flags of the International Code of Signals.

c) The MSA crest shall be the pennant encircled with two ellipses which contain the

words Mactaquac Sailing Association as shown below:

- 5 -

ARTICLE II: MEMBERSHIP

2.1.0 Qualifications

2.1.1 The Membership shall consist of “Members” and “Associate Members” as

hereinafter defined and as approved by the Executive.

2.1.2 The Members shall be those persons who own, wholly or in partnership, a sailing

vessel on the Mactaquac Headpond and whose application for admission as a Member

has received the approval of the Executive and who remain as Members in good standing.

Each Member shall promptly be informed by the Secretary of admission as a Member.

2.1.3Members may resign in writing to the Secretary. In case of resignation, a Member

shall remain liable for payment of any assessment or other sum levied or which became

payable to MSA prior to acceptance of the Member's resignation.

2.1.4 A Member must be 13 years of age and over, and shall be entitled to hold office

when over 18 years of age. The Member, the Member’s partner and the Member’s

family, shall have use of the facilities of the Association. Membership rights and

privileges, including voting rights, may be exercised by either the Member of record or

the partner, but not both at the same time. Upon death of the Member of record, the

Membership will automatically change to the name of the surviving partner.

2.1.5 Associate Members shall be persons who do not own a sailing vessel on the

Mactaquac Headpond but whose application for admission as an Associate Member has

received the approval of the Executive and who remain as Associate Members in good

standing. Each Associate Member shall be promptly informed by the Secretary of

admission as a member. Associate Members do not have the right to hold office or vote.

- 6 -

2.1.6 Any registered Member in good standing of another regularly organized sailing or

yacht Association shall have the use of the Association, subject to the direction of the

Executive, from time to time.

2.2.0 Suspension or Expulsion of Members or Associate Members

2.2.1 The Executive may advise any Member/Associate Member that their conduct is

considered detrimental to the interests of the Association, or may declare, upon a motion

of a Member of the Executive, that a Member’s or Associate Member’s membership be

forfeited or suspended, or expel the Member/Associate Member whenever it shall appear

that the conduct of a Member/Associate Member has endangered or is likely to endanger

the good order, welfare, reputation, standing, safety, or character of the Association. No

vote on a motion for forfeiture, suspension or expulsion shall be taken unless a written

notice of such proposed motion shall have been sent to each Member of the Executive

and the Member/Associate Member subject to the motion of forfeiture, suspension or

expulsion at least fourteen (14) calendar days before the meeting at which such proposed

motion is introduced. A written notice to the Member/Associate Member sent to the

mailing address on file at the Association shall be deemed received if there is a record of

delivery or attempted delivery.

2.2.2 No Member or Associate Member shall be expelled or suspended under this section

without the opportunity to be heard in his/her own defence at the meeting of the

Executive at which such proposed motion is to be considered. Any Member/Associate

Member so suspended or expelled by the Executive shall have the right, within one

month of such action, to appeal to the Association by giving the Secretary written notice

of such appeal. The appeal shall be heard within thirty (30) calendar days of receipt of

notice by an Appeals Committee chaired by the Past-Commodore. If the majority of the

Members of the Appeals Committee present at such meeting vote, by secret ballot, to

reverse the action of the Executive, the appellant shall be restored to Membership, but

until such reversal the appellant shall not be entitled to any of the privileges of the

Association.

- 7 -

2.2.3 The Appeals Committee shall be comprised of five (5) members in good standing

who fairly represent the diversity of the membership. Although chaired and selected by

the Past-Commodore, only the five members of the Appeals Committee have the right to

vote on matters of forfeiture, expulsion or suspension of membership and any such vote

is only effective if it receives the support of the majority of the members of the Appeals

Committee.

ARTICLE III: FEES

3.1.0 Membership Fees

3.1.1 Members/Associate Members shall pay such dues or fees as fixed by majority vote

of the Executive whose vote shall become effective only when confirmed or altered by a

vote of the Members at an Annual General Meeting.

3.1.2 The Treasurer shall notify the Members in writing (either by paper or

electronically) of the dues or fees at any time payable by them and if any are not paid

within 30 calendar days of the date of such notice or such extended period as may be set

by the Executive, the Members in default shall there upon automatically be suspended.

3.1.3 Suspension shall include loss of Association privileges.

3.1.4 Any Members who are in arrears at the end of the calendar year, unless prior

arrangements have been made with the Executive, shall be deemed to have resigned their

Membership in the Association and shall be subject to re-application for Membership.

3.1.5 Annual dues become payable at the date of the Annual General Meeting of each

year until the following Annual General Meeting.

3.1.6 Membership fees are not transferable or refundable.

- 8 -

ARTICLE IV: EXECUTIVE

4.1.0 Qualifications and Election of Members of the Executive.

4.1.1 The affairs of the Association shall be managed by a board of up to five (5)

Executive Members, of which three shall constitute a quorum and, each of whom, at the

time of election and throughout the term of office, shall be a Member in good standing of

the Association.

4.1.2 The Executive shall be comprised of the Commodore, Vice-Commodore, Treasurer,

Secretary, and Past-Commodore.

4.1.3 Each Executive Member shall be elected to hold office until the first Annual

General Meeting after being elected or until a successor has been duly elected. The whole

board shall be retired at each Annual General Meeting but shall be eligible for re-

election, if otherwise qualified. A Member may be re-elected to the same Executive

position for no more than three consecutive years. The election may be by a show of

hands unless a ballot vote is demanded by any Member.

4.1.4 The Members shall determine the Executive by casting votes separately (with the

exception of Past-Commodore) for each of the aforesaid offices, commencing with the

office of the Commodore.

4.1.5 The Members of the Association may remove any Member of the Executive before

expiration of the term of office by motion passed by at least two-thirds of the votes at a

meeting of which notice specifying the intention to present such a motion has been given

a minimum fourteen (14) calendar days in advance, and may, by a majority of votes cast

at that meeting, elect another Member to fill the position for the remainder of the term.

- 9 -

4.2.0 Vacancies – Executive

4.2.1 Vacancies on the Executive, however caused, may be filled by the Executive from

amongst the qualified Members of the Association, as long as a quorum of the Executive

remain in office. Otherwise, such vacancy shall be filled at the next annual meeting of the

Members, at which the Executive for the ensuing year are elected. But if there is not a

quorum of the Executive, the remaining Executive Members shall forthwith call a

meeting of the Members to fill the vacancy.

4.3.0 Duties of the Executive

4.3.1 The Executive of the Association shall administer the affairs of the Association in

all things and make or cause to be made for the Association in its name, any kind of

contract which the Association may lawfully enter into and may exercise all such other

powers and do all such other acts and things as the Association, by its Constitution or

otherwise, is authorized to exercise and do.

4.3.2 It is the duty of the Executive to represent the Members and promote relations with

Mactaquac Provincial Park.

4.3.3 The Members of the Executive are expressly empowered to develop By-Laws

and/or Rules and Regulations and to propose amendments to this Constitution for the

better administration of the Association, to suspend or expel Members/Associate

Members, and to set up whatever committees are necessary and hire whatever persons are

necessary for the good and efficient management of the Association. The By-Laws and/or

Rules and Regulations and proposed amendments to this constitution as passed by the

Executive shall become effective when passed by a majority vote of those in attendance

at a meeting of the Membership for which a quorum exists as per Paragraph 6.1.2

provided that written notice (electronically or hard copy) specifying the intention to

present such a motion, accompanied by the draft amendments themselves, have been

- 10 -

submitted to the Membership a minimum of fourteen (14) calendar days in advance of

such meeting

4.3.4 Approval for any expenditure in excess of $500.00 for any one item must be

obtained at a meeting of the Members.

4.4.0 Responsibilities of the Executive

4.4.1 COMMODORE: It shall be the duty of the Commodore to take command of the

fleet, to preside at all meetings of the Association and of the Executive, and to enforce the

rules and regulations, and shall be, ex officio, a Member of all other standing committees.

4.4.2 VICE-COMMODORE: It shall be the duty of the Vice-Commodore to assist the

Commodore in the discharge of that Officer’s duties and in the Commodore's absence to

preside. The Vice Commodore shall be, ex officio, a Member of all other standing

committees.

4.4.3 TREASURER: It shall be the duty of the Treasurer to maintain books of account

for the Association in accordance with acceptable accounting practice and to present

monthly statements to the Executive. The Treasurer shall be directly responsible to the

Executive. It is the duty of the Treasurer to report the yearly financial statement at the

Annual General Meeting.

4.4.4 SECRETARY: It shall be the duty of the Secretary to keep a record of all the

proceedings of the Association, conduct the correspondence of the Association, issue

notices to Members of the Association and the Executive, and to collect and carefully

preserve all books, letters, paper and documents relating to and of interest to the

Association. The Secretary shall coordinate and be responsible for production of all

Association materials and publications (electronic, paper, websites, and any other

medium), and publicity for the Associations activities. The Secretary shall keep the

Membership role for the Association.

- 11 -

4.4.5 PAST-COMMODORE:

The immediate Past-Commodore shall serve in this position until a new Past-Commodore

is created by an election. The Past-Commodore shall oversee applications for

Membership and chair the membership Appeals Committee. Other duties shall be at the

discretion of the Executive.

4.5.0 Remuneration of Members of the Executive

4.5.1 The Members of the Executive shall receive no remuneration for acting as such.

4.6.0 Liability

4.6.1 No Director or Officer of the Association shall be liable for the acts, receipts,

neglects or defaults of any other Executive Member, or for joining in any receipts or

other act for conformity, or for any loss or expense happening to the Association through

the insufficiency or deficiency of title to any property acquired by order of the Executive

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 the Association shall be invested, or for any loss or

damage arising from the bankruptcy, insolvency or tortuous act of any person with whom

any of the monies, securities or effects of the Association shall be deposited, or for any

other loss, damage or misfortune whatever which shall happen in the execution of the

duties of the Executive Member’s respective office or trust or in relation thereto unless

the same shall happen through the Executive Member’s own wrongful and wilful act or

through his own wrongful and wilful neglect or default.

- 12 -

4.7.0 Indemnity of Members of the Executive and Officers

4.7.1 Every Executive Member or Officer of the Association and 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:

i) all costs, charges and expenses whatsoever which such Executive Member

Officer sustains or incurs in or about any action, suit or proceeding which

is brought, commenced or prosecuted against the Executive Member or

Officer, for or in respect of any act, deed, matter or thing whatsoever,

made, done or permitted by the Executive Member or Officer, in or about

the executing of the duties of the office; and

ii) all other costs, charges, expenses that are sustained or incurred in or about

in relation to the affairs thereof, except such costs, charges or expenses as

are occasioned by the Executive Member or Officer's own wilful neglect

or default.

4.8.0 Execution of Documents

4.8.1 Licenses, contracts, leases and engagements on behalf of the Association shall be

signed by either the Commodore or Vice-Commodore and by the Secretary.

4.8.2 Contracts in the ordinary course of the Association's operations may be entered into

on behalf of the Association by the Commodore, Vice-Commodore, or Treasurer or by

any other person authorized by the Board.

- 13 -

ARTICLE V: MEETINGS OF MEMBERS OF THE EXECUTIVE

5.1.0 Quorum

5.1.1A majority of the Members of the Executive shall constitute a quorum for the

transaction of business.

5.2.0 Place of Meeting and Notice

5.2.1 Except as otherwise required by law, the Executive may hold its meetings at

such place or places as it may from time to time be determined.

5.2.2 No formal notice of any such meeting shall be necessary if all the Members of the

Executive are present, or if those absent have signified their consent to the meeting being

held in their absence. Meetings of the Executive may be formally called by the

Commodore or Vice-Commodore or by the Secretary on direction of the Commodore or

Vice-Commodore, or by the Secretary on direction in writing of two Members of the

Executive.

5.2.3 Notice of such meetings shall be emailed, delivered or telephoned to each Executive

Member not less than 3 calendar days before the meeting is to take place. The statutory

declaration of the Secretary or Commodore that notice has been given pursuant to this

Constitution shall be sufficient and conclusive evidence of the giving of such notice. The

Executive 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. An Executive

meeting may also be held without notice, immediately following the Annual General

Meeting of the Association. The Members of the Executive may consider or transact any

business either special or general at any meeting of the Board.

- 14 -

5.3.0 Errors in Notice

5.3.1 No error or omission in giving such notice for a meeting of Members of the

Executive shall invalidate such meeting or invalidate or make void any proceedings taken

or had at such meeting.

5.4.0. Voting

5.4.1 Questions arising at any meeting of Members of the Executive shall be decided by a

majority of votes. In case of an equality of votes, the Commodore shall have a second or

casting vote.

5.4.2 All votes at any such meeting shall be taken by ballot if so demanded by any

Executive Member present, but if no demand be made, the vote shall be taken in the usual

way by assent or dissent. A declaration by the Commodore that a motion 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 for or against such motion.

ARTICLE VI: MEETINGS OF MEMBERS/ASSOCIATE MEMBERS

6.1.0 Annual and Other Meetings of Members

6.1.1 The Annual General Meeting of the Association shall be held during the month of

May in each year followed by a 2nd meeting no later than the end of November of the

same year on days to be fixed by the Executive.

6.1.2 A quorum shall be thirty per cent (30%) of the paid up Members in good standing,

present or represented by proxy. No business requiring a vote of the Membership shall be

transacted without quorum.

- 15 -

6.1.3 The Annual or any other Meeting of the Members shall be held at a convenient

location as determined by the Executive.

6.1.4 At every Annual Meeting, in addition to any other business that may be transacted,

the report of the Members of the Executive, the financial statement and the report of the

auditors shall be presented and an Executive elected and financial reviewer appointed for

the ensuing year.

6.1.5 Subject to Paragraph 6.1.6, the Members may consider and transact any business

either special or general without any notice thereof, at any meeting of the Members.

6.1.6 All proposed changes/amendments to the By-Laws and/or to the Rules and

Regulations and/or to this Constitution, as initiated by the Membership, require a motion

passed by the majority of the votes of the Members at a Meeting of which written notice

(electronically or hard copy) specifying the intention to present such a motion,

accompanied by the draft amendments themselves, have been submitted to the Secretary

a minimum of fourteen (14) calendar days in advance of such meeting.

6.1.7 Meetings will be conducted following Robert’s Rules of Order.

6.2.0 Notice

6.2.1 When under the provisions of the By-Laws of the Association, notice of meeting is

required to be given, such notice may be given either personally, posted on the website,

sent by email, or by prepaid mail, addressed to the Member at the address stated in the

Association register.

- 16 -

6.2.2 Notice of any meeting of Members must be sent thirty (30) calendar days before the

time fixed for the holding of such meeting.

i) Agenda items must be submitted in writing (by email or regular mail) to the

Secretary or Member of the Executive for inclusion in the meeting Agenda no less

than fourteen (14) calendar days in advance of a meeting.

ii) The Secretary must produce and provide the Members of the Association an

Agenda of the meeting at least seven (7) calendar days prior to the meeting.

6.2.3 The Executive or the Commodore or Vice-Commodore shall have power to call at

any time a meeting of the Members of the Association with thirty (30) calendar days’

notice.

6.3.0 Error or Omission in Notice

6.3.1 No accidental error or omission in giving notice of any meeting of the Members of

the Association shall invalidate such meeting or make void any proceedings taken and

any Member may at any time waive notice of any such meeting and may ratify, approve

and confirm any or all proceedings taken.

6.4.0 Adjournments

6.4.1 Any meetings of the Association or of the Members of the Executive may be

adjourned at any time. Any business may be transacted at such adjourned meeting as

might have been transacted at the original meeting from which such adjournment took

place. No notice shall be required of any such adjournment. Such adjournment may be

made notwithstanding that no quorum is present.

- 17 -

6.5.0 Proxies

6.5.1 A person appointed by a Member to act as a proxy must also be a Member of the

Association or a joint owner of a sailing vessel with a Member.

6.5.2 The proxy shall be produced in writing by the Members constituent or constituents

and shall be deposited with the Secretary before the meeting.

6.6.0 Voting of Members

6.6.1 Each Member of the Association, or in the absence of that member, his/her partner,

shall, at all meetings of Members, be entitled to one vote, but not at the same time and

either may vote by proxy. No Member shall be entitled either in person or by proxy to

vote at meetings of the Association unless the Member has paid all dues or fees, if any,

then payable.

6.6.2 In case of the equality of votes on any General Meeting, whether upon a show of

hands or at a poll, the Commodore shall be entitled to a second or casting vote.

6.6.3 Every question shall be decided by a majority of the votes of the Members present

in person or represented by proxy unless otherwise required by this Constitution or the

By-Laws of the Association; however, if it is a motion from the floor without prior notice

to Membership in the form of inclusion in the agenda for the meeting, a vote of 75% of

the Members in attendance is required for decision.

6.6.4 Regardless, every question shall be decided in the first instance by a show of hands,

unless a poll is demanded by any Member. Unless a poll be demanded, a declaration by

the Chairman that a motion has been carried or not carried and an entry to that effect in

the minutes of the Association 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 motion.

- 18 -

6.6.5 The demand for a poll may be withdrawn.

6.6.6 If a poll be demanded, such poll shall be taken in such manner as the Commodore

shall direct and the result of such poll shall be deemed the decision of the Association

upon the matter in question. The question shall be decided by a majority of votes given

by the Members present in person or by proxy, unless if it is a motion from the floor

without prior notice to Membership in the form of being included in the agenda for the

meeting, a vote of 75% of the Members in attendance is required for decision.

ARTICLE VII: BOOKS AND REPORTS

7.1.0 Books and Records

7.1.1 The Members of the Executive shall see that all necessary books and records of the

Association required by this Constitution, the By-Laws of the Association or by any

applicable statute or law are regularly and properly kept.

7.2.0 Reports

7.2.1 All committees shall report to the Executive all business transacted.

7.2.2 All committees shall pay to the Treasurer of the Association all monies received by

them and separate books of account for budget purposes only shall be kept showing the

debits and credits of various committees.

ARTICLE VIII: FINANCES

8.1.0 Fiscal Year

8.1.1 Unless otherwise ordered by the Executive, the fiscal year of the Association shall

terminate on the 31st day of December in each year.

- 19 -

8.2.0 Cheques

8.2.1 All cheques, bills of exchange or other orders for the payment of money, notes or

other evidence of indebtedness issued in the name of the Association, shall be signed by

the Treasurer and at least one other signatory from the Executive, as decided by the

Executive and as arranged with the Association’s financial institution.

8.3.0 Financial Review

8.3.1 The Executive shall, prior to an Annual General Meeting, appoint a qualified,

independent person to review the accounts of the Association. The results of such review

are to be presented to the Membership at the Annual General meeting.

ARTICLE IX: INTERPRETATION

9.1.0 In this constitution and in other By-Laws of the Association 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.

9.1.1 The purpose of the Constitution and any other By-Laws is to provide the

Association with some means to control the assignment of facilities to the Members, and

to govern Association affairs for the benefit of all the Members. It is understood and

agreed that the authority to assign slipps and moorings rests with officials of Mactaquac

Provincial Park. Since written rules cannot cover every circumstance, consideration for

other Members and common sense observation of the spirit of the rules is essential.

9.1.2 A deliberate attempt to circumvent the written Rules of the Association should be

brought to the attention of the Executive.

- 20 -

ARTICLE X: DISSOLUTION OF THE ASSOCIATION

10.1.0 DISSOLUTION

10.1.1The Association may be dissolved by a 75% vote of the Members in good standing

of the Association. After settling all accounts and paying all creditors, all the remaining

assets will be donated to the Canadian Yachting Association for their continued

promotion of sailing to Canadians or other suitable charity.

ARTICLE XI: EFFECTIVE DATE

11.1.0 Effective Date

11.1.1 This Constitution shall come into effect when passed by the Members of the

Executive and confirmed, with or without variation, by the majority of votes cast at the

meeting of the Members of the Association.

11.2.0 Governing Constitution

11.2.1 All previous Constitution or By-Laws of the Association are repealed as of the

coming into force of this Constitution. The repeal shall not affect the previous operation

of such Constitution or By-Law so repealed or affect the validity of any act done or right,

privilege, obligation, or liability acquired or incurred under any contract or agreement

made pursuant to any such Constitution or By-Laws prior to its repeal .

REVISED this day of , 2013.

Commodore

Secretary

MINUTES of

Meeting held on

November 4, 2013 at

Mactaquac Lodge 1. The meeting was called to order shortly after 19:00hrs by Commodore Sandy

Bulmer. The Commodore chaired the meeting. 2. The agenda for the meeting was reviewed and accepted (moved by Rod,

seconded by Guy, and passed). 3. The minutes of the Annual General Meeting of the MSA held on May 2, 2013,

were reviewed and accepted (moved by Dino, seconded by Guy, and passed). 4. Amendments to the MSA Constitution. Following the enactment of the MSA

Constitution at the Annual General Meeting on May 2, 2013, the MSA Executive undertook a review of the Constitution with a view to making a number of minor housekeeping amendments, such as to format, as well as two substantive amendments, namely: (i) The Vice-Commodore shall no longer be responsible for presiding over

the Crane in/Crane out Committee. (ii) The other significant amendment requires that all proposed amendments

to the Constitution / by-laws, whether proposed by the Executive or the Membership, be in writing and provided to the Secretary of the Association fourteen days in advance of any meeting of the membership. This was proposed so that all members would have sufficient notice and time to consider any and all proposed amendments in advance of meetings.

A motion by J-P that the proposed amendments be made to the Constitution was seconded by Trevor and passed. The Secretary-Treasurer indicated that a revised version of the Constitution would be sent out to all members.

5. Commodore’s Report: (a) The revisions to the Constitution were undertaken by the Executive over

the past few months. The Commodore thanked the initial drafters of the Constitution.

(b) The Commodore provided an update on discussions with Mactaquac

Provincial Park regarding storage fees. The storage are going up, but not as much as initially proposed by the Park. The Commodore will follow up by asking the Park to justify the fee increase, considering, among other things, that access to the storage field is limited, little security is provided by the Park, and no service (e.g., water, electricity) is provided by the Park, except to cut bushes every four years or so.

(c) Access to storage field. The Commodore with follow up with the Park to

see whether access can be made available for at least three weeks before crane in.

(d) The MSA website is now being managed by Don and Promise, and will

have a “classifieds” section to advertise boats and equipment for sale. (e) An Application for Membership has been drafted by the Executive, which

will be finalized and implemented. There was discussion regarding the form of insurance that must accompany a membership application, the possibilities being a letter from the insurance agent or a copy of the insurance policy.

(f) The MSA participated again in People Power Day, which was a great

success. (g) The Park will be opened on the long weekend in May 2014, and the MSA

will be able to have access to docks and moorings in the week prior thereto.

6. Vice-Commodore’s Report:

(a) The Vice-Commodore gave a report on the 2013 crane-out. Thirty-three boats were lifted over two days. The total time over the two day was approximately 6.5 hours. Holding the lift over two days was in response to people’s requests for flexibility; however, this number of boats could be accommodated in one day, weather permitting. There were no problems.

(b) It was suggested that, although the crane-in and crane-out are not MSA

activities, consideration should be given to the use of hard hats by people working on the dock and near the slings. It also was suggested that

receipts for food supplied on crane lift days should be made part of the lift costs, rather than being paid by the MSA.

(c) The Vice-Commodore lamented the decrease in the MSA membership

and the lack of participation of members in some Association activities, including, but not limited to, racing. The Vice-Commodore wondered why that was, what to do about it, and what direction the Association wishes to take. The Vice-Commodore noted that the Constitution indicates that the objectives of the Association include the promotion of sailboat racing, sailboat cruising, day sailing and boating safety on the Mactaquac Head Pond. There was a discussion about what measures might be taken to address this. A number of suggestions were made, including enhancing the MSA website to promote greater dialogue on it, shorter cruises, and holding some races up river. The Commodore agreed to send out an email to members soliciting comments regarding the direction of the MSA, what members expected of and from the MSA.

7. Secretary-Treasurer’s Report:

(a) The Secretary-Treasurer gave the following interim financial report:

MSA – account summary (as of November 4/13) Opening Balance (as of April 30/13) $4,714.86* Membership Fees $1,560.00 Race Fees (fees + sale of corn) $128.00 Ready John (porta potty) $1247.81 Other Expenses (races + trophy engraving) $253.73 Balance $4,901.32* Net $186.46**

*Plus $90 petty cash **Further expenses (crane out expenses)

(b) It was moved by Guy that the Constitution be amended so that the fiscal

year for the Association is calendar year, rather than from May 1 to April 30, seconded by Rod, and passed.

8. Committees:

(a) Plans were made to have monthly breakfasts at 10:00hrs on the first Saturday of each month at a location to be announced.

(b) There was a discussion regarding obtaining quotes for the printing of MSA

flags for members to purchase. The Commodore agreed to obtain quotes.

9. New Business: (a) It was suggested that consideration be given to establishing a mooring up

river. (b) It was suggested that the names of the members of the Executive be

placed on the MSA website. The Commodore will ask Promise to include the names on the website.

(c) The anticipated date for the 2014 crane in is during the week before the

long weekend in May. A call was put out for volunteers. Guy indicated that he would be willing take the lead for first half of the lift. Cory volunteered to shadow Guy, then take the lead for the second half of the lift.

(d) The anticipated date for the 2014 crane out is the first week of October.

10. Adjournment. J-P moved that the meeting be adjourned, seconded by Trevor,

and unanimously passed.