Part 1 – Definitions and Interpretation

Definitions

1.1 In these Bylaws:

“Act” means the Societies Act of British Columbia as amended from time to time;

“Board” means the directors of the Society;

“Bylaws” means these Bylaws as altered from time to time.

“Cedarliving Community” means the residential rental project located at 530 Inglewood Avenue, West Vancouver, BC V7T 1X3, which will provide 307 Independent Living units to seniors, and 186 Employee Housing units to West Vancouver employees at a 10% discounted rental rate.

“Independent Living” means the 307 independent living rental units in the Cedarliving Community, which provide a 3-month free-rent coupon for West Vancouver early registrants under the Neighbor First Program.

“Employee Housing” means the 186 rental units to employees(3m high, 804 sqft/unit). These units will provide a 10% discount on the market price in the first 10 years of opening day, to first meet the need of this "Society" employer member. West Vancouver rental market price will be defined by WVS or DWV. The members we are looking forward to include WVS, DWV, firefighters, police, and Lions Gate Hospital (LGH), etc.

“Purpose of the Society”, means the purpose of the Society is to distribute and allocate these 186 discount units more reasonably, and make them better serve West Vancouver employees, West Vancouver employers, and West Vancouver residents.

"Existence Duration", means the duration of this “Society” is 10 years from the opening date. When the 10-year period expires, this discount will be canceled, these units will be rented out at the then market price, and this "Society" will be dissolved.

"Restriction", Among these housings, if there is a unit that has been allocated to a member one-time vacancy for more than 3 months or a cumulative vacancy for more than 9 months, 530REII will take back the unit and rent it to any tenant at any market price.

“530REII” means 530 Real Estate Investment Inc., and 530 Holding Inc., which are the property owner of Cedarliving Community, and the developer of Cedarliving Community.

“CML” means Cedarliving  Management Ltd., which is the operator of the entire Cedarliving Community.

“WestVan Employee” means a full-time employee who remains or intends to work or live in a stable long-term within the municipal District of West Vancouver.

“WestVan Employer” means any entity including an organization or corporation which has at least three full-time employees working or living within the municipal district of West Vancouver.

Definitions in the Act apply

1.2 The definitions in the Act apply to these Bylaws.

Conflict with Acts or regulations

1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

Part 2 – Members

Application for Membership

2.1 Any WestVan Employer who intends to assist its employee(s) in seeking rental arrangements in the Cedarliving Community may apply to the Board for membership in the Society, and it then becomes a member on the Board’s acceptance of the application.

Initial Member

2.2 530 Real Estate Investment Inc.(530REII) and West Vancouver Schools (WVS) are the initial members of the Society.

Duties of members

2.3 Every member must uphold the constitution of the Society and must comply with these Bylaws.

Amount of membership dues

2.4 The amount of the annual membership dues, if any, must be determined by the Board.

Part 3 – General Meetings of Members

Time and place of the general meeting

3.1 A general meeting must be held at the time and place the Board determines.

Ordinary business at a general meeting

3.2 At a general meeting, the following business is ordinary business:

(a) adoption of rules of order;

(b) consideration of any financial statements of the Society presented to the meeting;

(c) consideration of the reports, if any, of the directors or auditor;

(d) election or appointment of directors;

(e) appointment of an auditor, if any;

(f) business arising out of a report of the directors not requiring the passing of a special resolution.

Notice of special business

3.3 A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.

Chair of the general meeting

3.4 The following individual is entitled to preside as the chair of a general meeting:

(a) the individual, if any, appointed by the Board to preside as the chair;

(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,

(i) the president,

(ii) the vice-president, if the president is unable to preside as the chair, or

(iii) one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.

Alternate chair of the general meeting

3.5 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.

Quorum required

3.6 Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.

Quorum for general meetings

3.7 The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.

Lack of quorum at the commencement of the meeting

3.8 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,

(a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and

(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

If quorum ceases to be present

3.9 If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Adjournments by chair

3.10 The chair of a general meeting may, or if so directed by the voting members at the meeting, must adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than the business left unfinished at the adjourned meeting.

Notice of continuation of the adjourned general meeting

3.11 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, a notice of the continuation of the adjourned meeting must be given.

Order of business at a general meeting

3.12 The order of business at a general meeting is as follows:

(a) elect an individual to chair the meeting, if necessary;

(b) determine that there is a quorum;

(c) approve the agenda;

(d) approve the minutes from the last general meeting;

(e) deal with unfinished business from the last general meeting;

(f) if the meeting is an annual general meeting,

(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,

(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,

(iii) elect or appoint directors, and

(iv) appoint an auditor, if any;

(g) deal with new business, including any matters about which notice has been given to the members in the notice of the meeting;

(h) terminate the meeting.

Methods of voting

3.13 At a general meeting, voting must be by a show of hands, an oral vote, or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

Announcement of result

3.14 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

Proxy voting is not permitted

3.15 Voting by proxy is not permitted.

Matters decided at a general meeting by ordinary resolution

3.16 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

Part 4 – Directors

Number of directors on the Board

4.1 The Society must have no fewer than 3 and no more than 15 directors.

Election or appointment of directors

4.2 At the annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.

4.3 As long as 530REII remains a member of the Society, it is entitled to nominate one director to the Board.

Directors may fill a casual vacancy on Board

4.4 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death, or incapacity of a director during the director’s term of office.

Term of appointment of director filling a casual vacancy

4.5 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

Part 5 – Directors’ Meetings

Calling directors’ meeting

5.1 A directors’ meeting may be called by the president or by any 2 other directors.

Notice of directors’ meeting

5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.

Proceedings valid despite omission to give notice

5.3 The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

Conduct of directors’ meetings

5.4 The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

5.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Resolutions in Lieu of Meetings

5.6 A resolution in writing, signed by all of the directors, is as valid as if the such resolution had been passed at a meeting of the directors.

Part 6 – Board Positions

Election or appointment to Board positions

6.1 Directors must be elected or appointed to the following Board positions, and a director, other than the president, may hold more than one position:

(a) president;

(b) vice-president;

(c) secretary;

(d) treasurer.

6.2 As long as 530REII or WVS remains a member of the Society, one of the directors nominated by 530REII or WVS shall be appointed to the position of president of the Board.

Directors at large

6.3 Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.

Role of president

6.3 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.

Role of vice-president

6.4 The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.

Role of secretary

6.5 The secretary is responsible for doing, or making the necessary arrangements for, the following:

(a) issuing notices of general meetings and directors’ meetings;

(b) taking minutes of general meetings and directors’ meetings;

(c) keeping the records of the Society in accordance with the Act;

(d) conducting the correspondence of the Board;

(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

Absence of secretary from meeting

6.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

Role of treasurer

6.7 The treasurer is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society’s financial transactions;

(c) preparing the Society’s financial statements;

(d) making the Society’s filings respecting taxes.

Part 7 – Remuneration of Directors and Signing Authority

Remuneration of directors

7.1 These Bylaws allow the Society or CML to pay different annual remuneration to the different directors of the Society.

Signing authority

7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society

(a) by the president, together with one other director,

(b) if the president is unable to provide a signature, the vice-president together with one other director,

(c) if the president and vice-president are both unable to provide signatures, by any 2 other directors, or

(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

 

PART 8 – POWERS AND DUTIES OF THE BOARD

The following matters are solely subject to the decision of the Board:

Qualification of Cedarliving Community Resident

8.1 The board of directors will determine the distribution plan for these 186 employee housing units with a discount.

8.2 The board of directors shall assist members' employees in applying for rental arrangements within Cedarliving Community, and determine the specific requirements and specific applicants to be qualified as a resident of the Cedarliving Community. Among these housings, if there is a unit that has been allocated to a member as one-time vacancy for more than 3 months or a cumulative vacancy for more than 9 months, 530REII will take back the unit and rent it to any tenant at any market price.

8.3 The staff of the Society signs the services agreements with the qualified residents, under the board's decision, and the agreements with Owner, Operator, and property manager.

Dispute Resolution

8.4 The Board may, at the voluntary act of a West Vancouver Employee, act as the dispute resolution mediation body, to deal with complaints and disputes filed by residents against the operator of the Cedarliving Community related to his/her living terms and conditions in Cedarliving Community. A decision of such mediation is not binding on both parties of the mediation.

 

 

Others for  MoU:

6, What is "Cedardale Hub & Art gallery"?
*This is a 20,263 sq ft public space, located on Cedarliving B3 & B4 floors, which fulfills both "Cedardale Hub" and "Art Gallery" functions.
*Its purpose is to enhance community awareness, expand community social space, and enhance the value of local properties.
**A community hub with local residents as members can get the seniors, youth, and children of our neighborhood to know each other, and can improve our living quality and community awareness.
**A proud high-end neighborhood requires a community social hub to meet friends and guests, and participate in inter-community interactive activities.
**A harmonious, friendly, and kind community awareness, coupled with a community facility designed to enhance the value of the community, can increase the value of our common home.
*Cedarliving will complete the construction of this public space and hand it over to the District of West Vancouver (DWV).
*DWV will conduct the community input, interior decoration, operation, and maintenance, of the "Cedardale Hub & Art Gallery".

7, What's Cedarliving data center?
*A data center is a dedicated space within a building used to house computer systems and associated components.
*The telehealth solution based on the Cedarliving cloud-enabled data center is the core feature of Cedarliving 's senior supportive care service.
*Cloud data center is a rapidly changing field, with newer generation technology updating every few months, the specific device employment will be determined after the building's completion.
*And, the detailed design of the Children's daycare, seniors restaurant, community center, art gallery, and brother creek bridge renovation will also be settled after the BP of the proposed building.
*Cedarliving integrates multiple technologies and uses in one complex, in order to bring more contributions to our community, and bring more long-term added value to the community's properties.