BY-LAWS - 2011 Revision
CONSOLIDATED BYLAWS OF THE PROFESSIONAL PROPERTY MANAGERS
CONSISTING OF BYLAW NO. 1 DATED JANUARY 3, 1995 AS AMENDED BY
CHANGES THERETO APPROVED ON JUNE 10, 1997, AUGUST 29, 2000, AND
MAY 11, 2005
The name of the Association shall be the Professional
Property Managers Association Inc.
2. PURPOSES AND OBJECTIVES:
On December 6, 1994, the Association was incorporated as a body
corporate and politic without share capital under the laws of the Province of
Manitoba, pursuant to the Corporations Act, with thefollowing purposes and
(a) To improve and advance the standards of the professional
property management industry in Manitoba;
(b) In all respects to represent the interests of its membership
including, but not limited to, monitoring and proposing changes to existing and
proposed legislation which affect the industry;
(c) To promote the professional standards of its membership;
(d) To provide such general services to its membership as may
assist them in the areas of education, research, publications, promotion,
networking and the like;
(e) To develop, either alone or in partnership with others,
activities which have the potential to provide benefits to its membership;
(f) To acquire by purchase, leasing or otherwise, any and all
property, real and personal, which the Association, for the purposes thereof,
may from time to time think proper to acquire and which may lawfully be held by
them, and to resell under lease or sublet, surrender, turn to account or dispose
of such property or any part thereof;
(g) The Association shall be operated without purpose of
pecuniary gain to any of the membership, and any surplus or accretion of the
Association shall be used solely for the purposes of the Association and the
promotion of its objectives.
(a) “Authorized Representative” shall mean a natural person or
persons who has/have been designated in writing as representing a Member who is
a corporation or other legal entity. Such Authorized
Representative shall have all the rights and privileges of the
Member. Notwithstanding that a Member who is a corporation or other legal entity
may designate up to a maximum of three (3) such Authorized Representatives, each
Member shall only be entitled to one (1) vote.
(b) “Board” shall mean the Board of Directors.
(c) “By-laws” shall mean this by-law and all other by-laws of
the Association, including special by-laws, from time to time in force and
(d) “Director” shall mean a duly elected member of the Board.
(e) “Member” shall mean any person or corporation or legal
entity directly engaged in property management in the Province of Manitoba who,
having paid the annual membership dues, has been admitted as a Member of the
Association by the Board.
(f) “Associate Member” shall mean any person or corporation or
legal entity not directly engaged in property management in the Province of
Manitoba who, having paid the prescribed annual dues for this category, has been
admitted as an Associate Member of the Association by the Board.
(g) “Proxy” shall refer to a vote made on behalf of another
In all by-laws of the Association where the context so requires
or permits, the singular shall include the plural and the plural the singular;
the word “person” shall include firms and corporations and the masculine shall
include the feminine, and wherever reference is made to the “Act” it shall mean
Corporations Act (Manitoba) S.M. 1987, c.225 and every other
statute amending the same or substituted therefore, and where the terms used
herein are defined in the Act, such terms, unless the context otherwise
requires, shall bear the same meaning as so defined in the Act.
5. CORPORATE SEAL:
The Board may by resolution authorize the use of a corporate
seal by the Association in the execution of any instruments by the Association.
6. FISCAL YEAR:
The fiscal year of the Association shall end on the 31st
day of December in each year or on
such other date as the Board may from time to time, by resolution, determine.
7. FINANCIAL REVIEW:
Within a period of ninety (90) days following the conclusion of
each fiscal year, the Board shall cause to be carried out an appropriate review
of the financial affairs of the Association together with the preparation of a
financial statement, a copy of which, forthwith after approval by the Board,
shall be distributed to all Members and Associate Members in good standing.
8. BANKING ARRANGEMENTS:
The banking business of the Association shall be transacted with
such banks, trust companies or other bodies corporate or organizations as may
from time to time be designated by or under the authority of the Board. Such
banking business or any part thereof shall be transacted under such agreements,
instructions and delegation of power as the Board may from time to time
prescribe or authorize. All cheques, drafts or orders for the payment of money
and all notes and acceptances and bills of exchange shall be signed by such
Officer or Officers or person or persons, and in such manner, as the Board may
from time to time designate.
The functions of the Association shall be performed by its
membership through the structure of general membership meetings, the Board of
Directors and employees as prescribed in these by-laws.
(a) The membership of the Association shall consist of the
incorporators of the Association and such individuals and such other
corporations and other legal entities as are from time to time admitted as
Members or Associate Members by the Board.
(b) Subject as herein provided, membership in the Association
shall be limited to individuals, corporations and other legal entities directly
engaged in property management in the Province of Manitoba.
(c) Members or Associate Members may resign their membership by
giving notice in writing, which shall be effective upon receipt thereof by the
(d) Each Member shall be entitled to one vote on each question
arising at any Annual, General or Emergency meeting of the Members. Corporations
and other legal entities may vote through their Authorized Representative.
(e) Corporations and other legal entities shall at all times
advise the Board in writing of the names of their Authorized Representative(s).
(f) Notwithstanding subsection (b), the Board may from time to
time admit as Associate Members individuals, corporations or legal entities who,
while not directly engaged in property management in the Province of Manitoba,
are interested in the purposes and objectives of the Association as set out in
Section 2 of this By-law. Such Associate Members shall not have voting
11. REMOVAL FROM MEMBERSHIP
(a) A Member or Associate Member whose duties, fees, levies or
special assessments are not paid within sixty (60) days after the date they
become due and payable shall automatically be suspended, and if not paid within
an additional thirty (30) days after notice of the suspension has been sent by
ordinary mail to the Member’s or Associate Member’s last known address, shall
cease to be a Member or Associate Member, as the case may be.
(b) A Member or Associate Member may be expelled from the
Association by a two-thirds (2/3) vote of the Members for conduct contrary to
the standards and principles of the Association or for any conduct unbecoming a
Member or Associate Member, as the case may be. The Member or Associate Member
so expelled may, once in each fiscal year, appeal this decision to a meeting of
12. ANNUAL MEMBERSHIP DUES:
The Board shall recommend, and the Members shall approve, the
amount of the annual membership dues.
13. SPECIAL ASSESSMENTS AND LEVIES:
When required to maintain or further the interests of the
Association, the Board may, subject to obtaining the approval of two-thirds
(2/3) of the Members, levy a special assessment upon the Members and/or
14. ANNUAL MEETING:
The Annual Meeting of the membership shall be at such place and
on such date in each year as the Board may by resolution determine, but in any
event shall take place no later than 180 days after each fiscal year end of the
15. OTHER MEETINGS:
Other meetings of the membership may be convened at any time and
at any place by notice of the President or by the Board on their own motion, and
shall be convened upon the written request of five (5) or more Members of the
Notice of the Annual and General Meetings shall be given to all
Members and Associate Members at least fourteen (14) days prior to the meeting.
An Emergency Meeting may be called by giving the Members and Associate Members
at least five (5) days notice. No subject or matter other than that contained in
the notice shall be considered at the Emergency Meeting. Notice for meetings
shall be given by ordinary mail, e-mail, or by facsimile. A notice, which
has been mailed, shall be deemed to be received three (3) days after posting. A
notice transmitted by e-mail or facsimile shall be deemed received the next
business day after transmission.
The Quorum for the transaction of business at meetings of the
membership shall consist of one third (33
%) of the Members. These may be members
present in person, via teleconference, or by Proxy.
Members not attending shall have the right to assign a Proxy to
take their place at the meeting. Proxy must be provided in writing specifying
the name of the person/company who will vote on their behalf.
Alternatively, Proxy may be given at the time of the meeting by
phone providing no less than two (2) persons present speak to the Member and are
provided the details to establish the Proxy.
No more than one third (1/3) of the Quorum may be established by
proxy. At least two thirds (2/3) of the Quorum must be physically present.
Associate Members sitting on the Board will have the same voting
rights as Members. Unless otherwise provided for in this by-law, questions
arising at any meeting of Members and Associate
Members shall be decided by a majority of the votes cast upon
the question by the Members present.
Provided the Chair is a Member, the Chair may move, second or
vote upon any resolution, by-law or any other matter or thing, and act in any
matter whatsoever as if the Chair were a Member only and not Chair of the
meeting. If the Chair is not a Member, the Chair shall not move, second or vote
upon any resolution, by-law or any other matter or thing. In case of an equality
of votes, the Chair shall not have a second or casting vote.
Any person/company present may not hold more than two Proxy
votes at any meeting. No more than one third (1/3) of the votes cast at a
meeting may be by Proxy. At least two thirds (2/3) of the votes must be made by
Members who are physically present or are present via teleconference.
19. BOARD OF DIRECTORS:
The Board of Directors in accordance with policies, actions and
budgets approved by the Members shall manage the day-to-day affairs of the
Association. The Board may exercise such powers and do such acts and things as
may be exercised or done by the Association that are not by the by-laws or by
statute expressly prohibited or directed to be done in some other manner.
20. NOMINATING COMMITTEE:
Prior to the Annual Meeting in which an election is to be held,
the President shall appoint the Past President as Chair, together with not less
than two Members who are not Directors, to nominate Members and/or Associate
Members as potential Directors to serve for the following elective period.
Nothing herein shall prevent any Member from nominating any
other Member or Associate Member to serve as a Director.
21. NUMBER, COMPOSITION AND QUORUM OF DIRECTORS:
Subject to Articles of Amendment changing the number of
Directors, the Board shall consist of a minimum of eight (8) and a maximum of
thirteen (13) persons to be elected by the Members from amongst the membership
and shall include a minimum of five (5) Members and a maximum of three (3)
A majority of the Directors shall constitute a quorum for the
transaction of business at meetings of the Board PROVIDED THAT a quorum shall
not be less than seven (7) Directors..
22. TERM OF OFFICE OF DIRECTORS:
The term of a Director shall be two (2) years or until such time
as a successor is elected. The term of office shall commence immediately
following the Annual Meeting of the Association at which such Director is
23. NOTICE AND MEETINGS OF DIRECTORS:
A Directors’ meeting may be called upon two (2) days’ notice in
writing, or by telephone, by either the
President or any two (2) Directors of the Association. A meeting
of Directors may be held at any place and time without such notice if all the
Directors are present or if a quorum is present and those Directors who are
absent have signified their consent to the holding of the meeting in their
absence and either prior or subsequent thereto signify their consent in writing,
and any resolution passed or proceeding had or action taken at such meeting
shall be as valid and effectual as if it had been passed or taken at a meeting
duly called. Any Director thereof may waive notice of any meeting or any
irregularity in any meeting or in the notice.
A Director shall be considered present at a meeting of the
Directors if such Director participates in the meeting by telephone or other
For the first meeting of the Board of Directors to be held
immediately following the election of Directors at an Annual meeting of the
membership, no notice of such meeting to the newly elected
Directors shall be necessary in order for the meeting to be duly
constituted, provided that a quorum of
Directors is present.
24. VOTING AT MEETINGS OF DIRECTORS:
Questions arising at any meeting of Directors shall be decided
by a majority vote of voting Directors.
Provided the Chair is a voting Director, the Chair may move,
second or vote upon any resolution, bylaw or any other matter whatsoever as if
the Chair were a Director only and not Chair of the meeting.
If the Chair is not a voting Director, the Chair shall not move,
second or vote upon any resolution, bylaw or any other matter or thing. In case
of an equality of votes, the Chair shall not have a second or casting vote.
25. REMUNERATION OF DIRECTORS:
Directors, as such, shall not receive any stated remuneration
for their service as Directors, but by resolution of the Board, Directors shall
be entitled to be reimbursed for reasonable traveling and other expenses
properly incurred by them in attending meetings of the Board, any committee
thereof or in representing the affairs of the Association.
Subject to budgets approved by the Members, the Directors shall
have the power, by resolution, to fix the salary to be paid to any employee of
the Association and to vary it when it shall be expedient to do so. Nothing
herein shall preclude any Director from serving the Association in any other
capacity and receiving remuneration therefore, and in particular the Directors
may, by resolution, award remuneration to any Director undertaking services on
the Association’s behalf in addition to the work ordinarily required of a
26. INDEMNITY OF OFFICERS AND DIRECTORS:
Each Officer and each Director of the Association and each
former Officer and each former Director of the Association and each person who
acts and/or has acted in good faith at the Association’s request as a Director
or Officer of a body corporate of which the Association is or was a Shareholder
or creditor (collectively the “Indemnified”), and the Indemnified’s heirs and
legal representatives, shall be indemnified against all costs, charges and
expenses including any amount paid to settle an action or satisfy a judgment
against the Indemnified in respect of any civil, criminal or administrative
action or procedure to which the Indemnified are made a party by reason of being
or having been a Director or Officer of the Association or such body corporate
to the extent provided for in Section 119 of the Act.
The Officers of the Association shall have the same powers,
obligations, rights and privileges as a Director and shall be the President,
President Elect, Vice President, Secretary and Treasurer. Officers shall
be elected by the Members from among the Board at an Annual Meeting and shall
take office immediately and shall serve for a term of two (2) years or until a
successor is elected. Officers so elected shall also have such powers and
perform such duties as are usually imposed upon Officers of Corporations and
such as may be delegated to them respectively by the Board or required by law.
The Board may delegate all or any of the powers of any Officer to any other
Officer or Director. Other agents and employees also may be appointed and their
duties assigned and compensation fixed by the Board.
Vacancies in any office may be filled for the balance of the
term thereof by the Board, subject to ratification by the Members at the next
29. PROFESSIONAL STAFF:
Subject to budgets approved by the Members, the Board may engage
the services of an Administrator (whose title shall be designated by the Board)
as well as other professional advisors who shall perform such duties and
functions as may be specified from time to time by the Board.
30. AMENDMENTS TO BYLAWS
Amendments to the By-Laws may only be made by vote of the
Members at a general or special meeting. A copy of Proposed Amendments shall be
given to all Members at least fourteen (14) days prior to the meeting.
Should the Association be dissolved for any reason or surrender
its charter, its assets, after payment of or provision for its liabilities, may,
by resolution passed by a majority of the Members present at an Annual or
General Meeting, be distributed among all Members in good standing.
Alternatively the Members so present may by resolution direct that the assets be
delivered to one or more non-profit organizations having similar objectives as
the Association or to a registered charity in the Province of Manitoba.