Here is the semi-final proposal for the Charter.
It will be ratified at the big event in Metcalfe on the ninth of November.
2708 8th line road
Village of Metcalfe.
That will be the first Annual General Meeting.
Agenda items will include elections of officers, set amount of dues, and any other items anybody has bothered to email me to add to the agenda.
(put "agenda items for debate" in the header)
I will put an identical cut and paste onto the ACS web site.
The bylaws have been cut and pasted from a template. They are attached beneath this charter.
Thats the boiler plate. In case of conflict, the bylaws section rules.
So check it over, see if there are any conflicts.... my eyes have glazed over by now!
Charter for the Armoured Company of the Sword.
In the following document, ACS means the Armoured Company of the SWord.
Mission Statement (pre-amble)
The ACS exists to teach Armoured European Swordsmanship in a safe manner.
Although we recognize that safety considerations apply, the training shall be as much like the original training as feasable.
The ACS training curriculum may extend to other forms of armoured combat.
Such other arts may be brought in at the discretion of the Marshals, however it is important to remember that the European Armoured Combat is the main thrust of the curriculae.
The ACS is responsible for obtaining armour and appropriate garb for events.
The ACS will provide a workshop to build and maintain armour.
The ACS is responsible for obtaining training space for training.
The ACS will maintain a web site, and a social media presence.
Membership shall be inclusive IAW the Canadian Charter of Rights and Freedoms.
This will be a dues paying organization.
Dues paying members have priveleges.
This includes voting, and other privileges decided upon from time to time by vote.
Teachers (referred to by title as Marshal or occassionally as Sensei) have responsibilites to teach fairly honestly, and without prejudice. The officers of the ACS exist to support them.
The Treasurer is required to maintain a bank account and signing authority on it.
The ACS will develop and teach courses of instruction in Martial Disciplines related to Armoured Sword Combat
The ACS will develop a qualification structure to test and teach these disciplines.
Members of the ACS qualified to teach will have first aid, CPR, and have agreed to use those skills if needed.
The formal name of the organization is the "Armoured Company of the Sword"
There are five officers.
Their terms are limited by ratification of the membership by general meetings.
The names of their positions are:
Marshal of Marshals
The responsibilites of these executives include these job descriptions.
Runs meetings IAW with Robert's Rules of Order.
Notifies all when the meetings are to be held.
A general meeting for all members may be called by the president
but this requires two weeks notice for members to prepare.
Is the legal representative.
Standing rules will be promulgated and kept available at a central place for all to see.
Bylaws, standing rules and general rules are the same thing under different names.
Ammendments to the bylaws and general rules must be submitted on the
agenda two weeks in advance so that debate may occur.
The secretary will assemble the agenda.
Debate may also occur AT the Quarterly or Annual General Meeting,
but limited IAW Robert's Rules of Order.
Minutes shall be taken and kept in an accessible (on line readable is adequate) place for five years.
An On-Line Library should be adequate, the secretary will print a hard copy as a backup.
all charter amendments to standing rules must be brought forward to a general membership vote
There should not be any last minute surprises.
Maintains the bank account.
Will answer questions by any member within two weeks of the question being submitted in writing.
Maintains records of all assets the ACS has.
This includes items used in ongoing training such as class armour, but also fundraising
items like tee shirts, advertising flyers, and pretty much anything which cost the
membership money to purchase. The QM will store copies of lease if required.
Marshal of Marshals.
Ensures the qualifications of all teachers in the ACS
This includes first aid, CPR, stocked first aid kits, as well as ensuring teaching qualifications in the disiplines being taught.
A list of qualifications to be a marshal shall be in the General Rules folder.
(how to amend the Charter)
There will be a set of standing rules which will be voted on by the general membership.
This will be a list maintained by the secretary.
Standing rules are a part of any charter, and should be kept WITH the charter in a library of some kind.
An On-Line Library should be adequate, the secretary will print a hard copy as a backup.
Standing Rules, General Rules and Bylaws are all names for the same thing.
all charter amendments to standing rules must be brought forward to a general membership vote
There should not be any last minute surprises. Two weeks notice of agenda is required.
The size of quorum (percentage of attending votors) to amend a charter item is two thirds plus one.
No standing rule, or resolution, or motion is in order that
conflicts with the constitution, or by-laws, or rules of order, or standing rules or bylaws.
Nominations: Any Full Member may nominate another Full Member for any position on the executive.
Nominations must be seconded by support by two additional Full Members,
in the presence of the Secretary, in order to be valid.
A nominated candidate may decline the nomination,
and no nomination is valid unless it is accepted by the individual so nominated.
Hidden Ballot Vote:
In the event a vote by hidden ballot, it is the job of the Secretary to tally the votes and declare the winner.
The Secretary will not reveal the final tally of votes (to avoid any hurt feelings),although in the event of doubt, a recount can be demanded by any candidate subject to that vote.
Recounts are determined by the President.
In the event the current Secretary has been nominated in the current election,
another member of the Executive shall tally the vote in which the Secretary was a candidate.
If there is any question of conflict of interest in the tallying procedure,
any Full Member may be called upon to tally votes.
In this event, nomination should be made jointly by the executive,
and voted on by the membership using show of hands.
Note: To avoid the possibility of tied votes, the President shall mark their ballot with a “P”
and shall be reserved by the Secretary (or whomever is tallying votes).
In the event of a tie, the President’s ballot is counted to break that tie.
In the event the President’s vote may cause a tie, it is not counted towards the total.
Membership in the ACS is unrestricted, excepting only those special provisions allowed for by the Charter.
It may be purchased at any regular meeting,
but expires on the first Sunday of the February following the date of purchase, regardless of duration.
Generally, excepting only the first year in which Membership is held,
Membership will last for one calendar year,
from the November 15th to November 14th.
Renewal of Membership should be undertaken prior to expiration (i.e. during November),
as only Full Members may take part in the election of the new Executive Committee which takes place during the AGM.
Loss of Membership
Although membership in the club is open to anyone, certain activities will be considered as grounds for dismissal from the club and loss of membership.
Such activities include theft or wilful destruction of Club or another Member’s property, abusive or threatening behaviour, any activities (e.g. vandalism of meeting areas) detrimental to the good name of the club, including misrepresentation.
Any Member may present a Grievance against another Member which will be resolved by a Disciplinary Committee comprising three Full Members, one of them a member of the Executive.
The Disciplinary Committee investigates the merits of the Grievance, and makes a ruling as to whether Membership is to be withdrawn.
Appeal by either party is resolved by general Assembly, chaired by a member of the executive and subject to vote of Quorum. The accused may not take part in this vote, but may be present for the duration of the investigation as a non-participatory witness.
A descision of the Appeal at an Assembly is final.
Once a decision to revoke Membership has been made, standing is lost immediately.
Once a decision to revoke membership has been passed, the individual so stripped is no
longer entitled to Membership in the Club.
Anyone having paid full club club dues will be considered a Full Member.
Full Members will be furnished with certification of Membership,
receiving all benefits associated with that privilege, may vote on Club issues,
and may become a member of the Executive Committee.
Anyone who participates in training at Algonquin College or Plante Baths,
or any other venue approved by the Executive Committee will be considered
an Associate Member from the date they first pay to attend a class if they wish.
Thereafter, the prospective member may opt to pay the fees of a Full Member or may just attend classes
and pay the college or community centre their agreed upon fees.
Associate Members do not qualify for certification of Membership, may not vote on Club issues,
and may not be elected to the Executive Committee.
Certification of Membership
Full Members will receive a Membership Card signed by the Club President.
Open accountability is required.
Any member must have a question about the accountancy answered, but give the treasuer two weeks notice to prepare a report.
There will be quarterly general meeting for all members. Two weeks notice or more is required.
There will be an annual general meeting for all members. Two weeks notice or more is required.
The annual general meeting may correspond with one of the quarterly meetings.
Definitions...AGM...annual General Meeting
GM...quarterly General Meeting
DAtes and times will be set by the Standing Rules at the first General Meeting.
When significant funds are to be spent, the expenditure will be approved by vote at a general meeting.
Routine and existing expenses such as rent, flyers, tee shirts do not require a General Meeting vote.
New and unusual expenses might well require a vote.
Example...Subsidies for travel to tournaments in Canada,or Europe would require a 2/3ds vote at a GM.
Executive membership will meet as often as they see fit. And can assemble a quorum at a GM
The quorum will be assembled from those attending. Normally 50% plus one will carry a vote.
Some votes may need two thirds plus one (of those attending the GM to carry...)
such cases are listed in the bylaws, and would likey be large expenditures such as
lease signings or subsidised away trips.
The definition of "significant expenditure" is contained in the bylaws,
and may be changed in routine business at a GM.
Any executive can appoint a proxy to vote for them if they cannot be there for the meeting.
The proxy will have a free vote.
Skype, email, and cell phone call in is acceptable to be called "present".
The purpose of executive meeting is to take ideas, determine ways and means, chart a course,
and generally respond with a plan to suggestions by the general membership.
An executive meeting cannot change a standing rule.
An executive meeting may call a quorum to discuss whether to do a demo, or a fund raiser, find people
to do it, and other comparatively small activies which require only the approval of the people
involved. So weddings, school demos, and pub nights do not require a GM approval.
If it is done under the ACS flag, then it requires an Executive Vote. Subsidies would require a GM vote.
The time, place, and duration of Club meetings should be kept as constant as possible.
The president is responsible for determining these details, and apprising the Membership.
The monthly newsletter is deemed sufficient, but it will also be posted on the Chivalrous Sword Handling blog
http://swordhandling.blogspot.ca and also on the ACS web site
By Laws and General Rules of the Association of the Armoured Company of the Sword
By-laws relating generally to the transaction of business of the Armoured Company of the Sword, refered herafter as the "Association", or by its initials "ACS".
The word "Association" has been used instead of "corporation". For the purposes of this document, the terms are identical.
Similarly, the words "General rule", "By law" and "Rule" all mean the same thing for the purpose of this document.
OBJECT AND MANDATE OF THE ASSOCIATION of the Armoured Company of the Sword.
1. The Association exists for the purpose of fostering Medieval European Sword Handling in Canada, by demonstrating the social and mental benefits of such activities and by providing a public forum in which Armoured Sword Handling can be enjoyed.
2. The mandate is to be fulfilled by the Corporation’s activities in sponsoring and promoting training by qualified instructors, and particularly through the vehicle of tournaments, which prove the techniques.
3. The registered office of the Association shall be in the City of Ottawa, in the Province of Ontario, and at such place therein as the Association from time to time decide and communicate in writing to its members.
4. The Association shall have a physical address and an electronic address, and correspondence required by these by-laws may be sent to all members of the Board of Directors.
5. The Association shall have a seal incorporating its name in legible characters, along with such other details as may from time to time be decided by the board of directors.
6. The Association shall use a fiscal year that ends at midnight on November 15th of each year. (A change of fiscal year date may be changed by two thirds vote at any general meeting.)
7. The Association shall keep records containing the articles and by-laws of the Corporation, and any amendments to them, a copy of any unanimous member agreement, the minutes of any meeting of members, of a committee of members, and of the directors, a copy of a resolution by any of the foregoing, and a register containing the prescribed information regarding the directors, officers, and members of the Association.
8. The accounting records of the Association shall be retain and all other transactions affecting the financial position of the Association.
BOARD OF DIRECTORS
9. The activities and affairs of the Association shall be managed by, or the management shall be supervised by, a board of seven (7) directors elected from among the members of the Corporation, any five (5) of whom shall constitute a quorum for the transaction of business at any meeting of the board of directors.
10. Each director shall be a non-bankrupt individual at least 18 years old and who has not been declared incapable by any court in Canada or in any other country.
11. The directors shall select from among their number one director to act as Chairman of the Board.
12. The directors of the Association shall receive no remuneration for acting as such, but their reasonable expenses incurred while acting on behalf of the Association may be defrayed by decision of the directors.
13. Except as otherwise provided by the Act or these by-laws, the directors of the Association shall be elected at each annual meeting of the Association and each director shall hold office from the time of election until the next annual meeting.
14. A non-voting member’s membership shall be converted to a voting membership upon election to the board of directors.
15. A director upon ceasing to be a member of the Association shall cease to be a director.
16. The board of directors shall be retired at each annual meeting, upon election of the succeeding board.
17. A director may be re-elected for consecutive terms, without limit, if otherwise eligible.
18. A member is not eligible for election to the board of directors unless nominated by two members of the Association.
19. The directors may appoint a committee of members for the purpose of nominating a succeeding board, and the committee may present its nominations for inclusion in the notice of the annual meeting.
20. Nominations for election to the board of directors may be made at the general meeting at which the election is held.
21. A nomination for election to the board is not valid unless it is included in the notice of the general meeting or made at the general meeting at which the election is held.
22. No member may be elected to the board who did not, prior to the vote, accept a nomination made in accordance with these by-laws either in writing to the Secretary or to at least one director, or in person at the general meeting at which the election is held.
23. A director may resign from office by notice to that effect to the Association in writing.
24. A director’s resignation becomes effective at the time a written resignation is sent to the Association or at the time specified in the resignation, whichever is later.
25. A director may be removed from office by decision of the BOD.
26. If a director is removed from office at a general meeting, a new director may be elected at that general meeting to serve until the next annual meeting.
27. The directors may fill a vacancy on the board, except a vacancy caused by an increase in the number of directors or by the failure to elect the number of directors specified in by-law 9, by appointing an eligible member of the Corporation to the office of director, but an appointment to replace a director removed from office as provided in by-law 25 may not be made unless, at the same general meeting, the Association does not elect a director to fill the vacancy and does not otherwise decide on a course of action for replacing the removed director.
28. A member of the Corporation is eligible to be appointed to the board of directors if that member is currently a voting member and if that member has never previously been removed from the office of director of the Corporation.
OFFICERS OF THE CORPORATION
29. The officers of the Association shall include a President and a Vice-President, and either a Secretary and a Treasurer or a Secretary-Treasurer. There shall be a Quarter-Master and a Marshal of Marshals on the BOD.
30. The directors shall appoint the officers of the Association from among the members of the Association.
31. An officer who is not a director of the Association shall have the right ex officio to be notified of and participate in meetings of the board of directors, but shall have no vote thereat.
32. No member may hold more than one office in the Association.
33. The officers of the Association are not answerable to any director individually and with the exception of the Chairman of the Board shall report to and serve at the pleasure of the board of directors.
34. An officer of the Association other than the Chairman of the Board shall serve until a successor is duly appointed.
35. An officer of the Association may resign from office by providing notice to that effect to the Association in writing.
36. An officer’s resignation becomes effective at the time a written resignation is sent to the Association or at the time specified in the resignation, whichever is later.
37. The officers of the Association shall receive no remuneration for acting as such, but their reasonable expenses incurred while acting on behalf of the Association may be defrayed by decision of the directors.
DUTIES OF THE OFFICERS OF THE CORPORATION
38. The President shall carry on the general management and supervision of the Association, shall represent the Association publicly as required, shall ensure that any statutory and regulatory obligations of the Association are timely complied with and, when present, shall preside at all general meetings of the Association as Chair.
39. The Vice-President or the Marshal of Marshals shall execute any duty of the President when, due to absence or incapacity, the President is unable to do so, and may be directed by the President to carry out any duty of the President.
40. The Secretary shall be the custodian of the Seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation, shall make available any record or a copy of any to a director upon request or to any other person only in accordance with the Act or upon and according to a decision of the board of directors, shall keep and maintain the list of members and their contact information, shall assist the President in ensuring that any statutory and regulatory obligations of the Association are timely complied with, shall ensure that accurate records of the affairs of the Association are kept, including the taking of minutes at all meetings of the board of directors and of the Association, and, when present, shall act as the clerk of any such meeting.
41. The Treasurer shall manage all bank accounts of the Association, shall ensure that a complete and accurate accounting of all receipts and disbursements of the Corporation is kept in proper records, that all financial transactions of the Corporation are carried out appropriately, that a clear picture of the financial situation of the Association can be provided to any director upon request, and shall assist the President in ensuring that any statutory and regulatory obligations of the Corporation are timely complied with. The Quarter-Master shall maintain a list of assets for the Treasurer, and will be responsible for such assets.
42. Where the offices of Secretary and Treasurer are combined, the officer holding the office of Secretary-Treasurer shall have the duties of both Secretary and Treasurer.
43. The officers of the Corporation are expected to attend all general meetings of the Association, most particularly the annual general meeting, and to report on the state of the Association thereat.
44. The Secretary shall not be required to furnish any record or copy of any record of the Association within fourteen (14) calendar days of a request to furnish the information, except as provided by the Act, but shall nevertheless make all reasonable efforts to provide such records in a timely fashion.
MEETINGS OF THE BOARD OF DIRECTORS
45. A meeting of the directors may only be called by the Chairman of the Board, or by the Secretary on direction of the Chairman or upon receipt of a request in writing from any two directors to do so.
46. A meeting of directors may be held at such a time and place as may be fixed by the member calling the meeting, except that no meeting of the directors may be held outside the metropolitan area of Ottawa without the unanimous consent of all directors.
47. Notice is required of a meeting of the directors but any director may waive notice and a director’s attendance at a meeting is considered to be a waiver of notice unless the director’s attendance is for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called.
48. A decision taken at a meeting for which insufficient or incorrect notice was given or on an item of business for which notice was insufficient or contained an error or omission shall to the fullest extent possible be treated as null and void unless notice was waived in accordance with these by-laws or the decision was homologated at the next meeting of the board.
49. Where the board by decision establishes fixed dates and times for meetings of the directors, the minutes of the meeting at which that decision was made shall, once distributed to the directors in writing, constitute notice of those meetings and the place of the meeting if not already fixed may be communicated to each director, in writing or verbally, not less than 24 hours prior to the meeting.
50. A meeting of the directors shall be held immediately after the conclusion of the annual meeting at which the directors were elected, and notice of the annual meeting constitutes notice of the meeting of directors.
51. A meeting of the directors shall be chaired by the Chairman of the Board or by such director appointed by the Chairman to that role if the Chairman cannot be present or, in the case of the first meeting of a new board, by a director selected by the directors to the role of chair for that meeting.
52. Any business may be conducted at any meeting of the directors, provided notice of the business has been given if required by the Act or these by-laws, so long as a quorum of directors is present and participates in determining that business.
53. Notice is required to decide any of the following business at a meeting of the di; to fill any vacancy among the directors or in the office of public accountant; to approve to Corporation’s financial statements; to adopt, amend or repeal by-laws; to establish contributions to be made or dues to be paid by the Association’s members.
54. A decision of the directors is an ordinary resolution as defined by the Act, with each director having an equal voting right, and votes shall be by ballot if any director so requests.
55. Where a decision is not reached unanimously, the minutes shall record the number of votes for and against.
56. A director may abstain from a vote with reason, but that director shall not count towards quorum as regards that decision, and thereafter shall be deemed to have consented to the decision unless a dissent is entered in accordance with section 147 of the Act.
57. Each decision of the directors shall be recorded in the minutes by the Secretary or by a director acting as clerk of the meeting, which minutes once approved shall be prima facie evidence of that decision.
58. The minutes of a meeting of the board of directors shall be approved at the following meeting of the board, on the basis of a majority of votes cast, for which decision quorum is waived.
59. A director shall not participate in a decision to approve the minutes of a meeting unless that director was present at the meeting recorded in the minutes, and at least three (3) directors who were present at the meeting recorded in the minutes must participate in the decision to approve the minutes.
60. The directors may by decision of the Association and in accordance with section 151 of the Act be indemnified out of the funds of the Corporation from any costs, charges and expenses incurred in any action, suit or proceeding arising from decisions taken with due care and loyalty to the Association.
61. If at any time there are insufficient directors serving on the board to constitute a quorum, the remaining directors shall forthwith call a meeting of the Corporation to elect to serve until the next annual meeting sufficient directors to complete the board and any directors previously appointed to the board shall be retired immediately prior to the election.
POWERS OF THE BOARD
62. The board of directors of the Association may administer the affairs of the Association in its name, and do all things necessary to fulfill its mandate including entering into contracts; purchasing, leasing or acquiring property; acquiring, maintaining and managing intellectual property of or for the Association; and administering any surplus or reserve funds of the Corporation.
63. The board of directors may borrow money on the credit of the Association but shall not borrow a sum or otherwise deliberately put the Corporation in a financial position of debt amounting to more than $500 per member of the Corporation except on the basis of a decision of the Association.
64. Notice is required of the intention to request the authority to borrow a sum or otherwise deliberately put the Association in a position of debt amounting to more than $500 per member of the Corporation.
CONTRACTS AND THE EXECUTION OF DOCUMENTS
65. Unless otherwise provided by a decision of the directors, a contract, licence, deed, transfer or the like engagement of the Association shall be signed by the President or Vice-President and by the Secretary.
66. Unless a decision of the directors provides that any two directors may sign a specific engagement of the Association, the person or persons whose signatures are required shall be identified in the decision.
67. The Secretary shall affix the Seal of the Corporation to any instrument duly executed on behalf of the Corporation and requiring the same.
CHEQUES AND PAYMENTS OF DEBTS
68. The directors shall select from among their number and the officers and designate with the Association’s financial institution a suitable number of agents authorized to conduct financial transactions on behalf of the Association.
69. A person designated as an authorized agent of the Association shall, when neither a director nor officer of the Association, take such steps as are necessary to effect a transfer of their authority to a director or officer designated in their stead.
70. A duly authorized agent of the Association may sign any cheque or initiate any electronic transfer in payment of any obligation of the Corporation, provided said payment is in fulfillment of an expense authorized by a decision of the directors.
71. Membership in the Association may be offered to any individual interested in the Association and at least 18 years old, by decision of the directors.
72. The membership of the Association shall consist of voting members and non-voting members.
73. An offer of membership shall be made in writing to the prospective member.
74. An individual who accepts in writing, over their signature, an offer of membership becomes a voting member of the Association upon receipt of the written acceptance by the Secretary.
75. An individual accepting membership in the Association agrees thereby to be bound by these by-laws.
76. The Secretary shall inform each new member in writing of their admission to the Corporation, and the names of each new member shall be announced to the Corporation not later than at the first annual meeting after their admission.
77. The membership of a voting member who does not attend a general meeting of the Association in a period that includes two consecutive annual meetings becomes eligible for conversion to a non-voting membership.
78. The membership of a non-voting member who attends a general meeting of the Association becomes eligible for conversion to a voting membership.
79. A decision regarding the conversion of a membership shall be individually decided by the Association at a general meeting.
80. A membership shall not be converted unless notice is given that the membership shall be considered for conversion.
81. Membership in the Association is not transferrable by any means whatever, and shall cease upon the death of the member.
82. A member of the Association may request in writing that their membership cease, but may not unilaterally terminate their membership.
83. Where a request that membership in the Association cease is accepted by decision of the directors, that membership immediately ceases and the Secretary shall forthwith inform in writing the person whose membership has so ceased.
84. Membership in the Association may not be revoked other than by decision of the directors.
85. Revocation of the membership of any individual shall be considered by the directors at the request of at least two members of the Association made in writing to at least one director and setting forth the reasons for so requesting.
86. Membership shall not be revoked unless it can reasonably be concluded that the circumstances or conduct of the member are detrimental to the reputation, good order or business of the Association.
87. Revocation of membership is effective from the date of the decision to revoke the membership, and an individual whose membership has been revoked shall be notified in writing of the revocation of membership and of the date on which membership was revoked.
88. An individual whose membership has been revoked may, within 30 days of the date on which notification of the revocation of membership was sent, inform at least one director in writing that the individual is appealing the revocation to the Association.
89. An appeal of a decision to revoke the membership of an individual shall be decided at a general meeting of the Association, the notice for which shall include a summary of the directors’ reasons for deciding to revoke and the individual’s grounds for appealing, and the individual is entitled to be present at the meeting for that portion of the meeting concerning the appeal.
90. Neither cessation nor revocation of membership shall waive any member’s liability for any obligation to the Association or its creditors arising from events that occurred prior to the termination of membership.
GENERAL MEETINGS OF MEMBERS
91. A general meeting of the members of the Association may be held at such a time and place as may be fixed by the board of directors, except that no meeting of the Association may be held outside the metropolitan area of Ottawa without the unanimous consent of all members of the Association.
92. A general meeting for the purposes of these by-laws means any meeting open to the entire membership of the Association, and includes the annual meeting and any special meeting.
93. A general meeting of the Corporation may be adjourned from time to time on a given date, but shall not be adjourned from one day to another.
94. Notice of a general meeting of the Association must be given to all voting members, but any member may waive notice and a member’s attendance at a meeting is considered to be a waiver of notice unless the member’s attendance is for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called.
95. Notice of a general meeting shall be provided in writing at a member’s address on file with the Association between twenty one (21) and thirty five (35) days before the date of the meeting for which the notice has been given and shall include the address of the registered office of the Association.
96. Notice of a general meeting of the Corporation shall specify the date, time and place of the meeting and shall include notification of any business to be transacted thereat with the exception of the following business when transacted at the annual meeting: consideration of the financial statements, receipt of the public accountant’s report, the re-appointment of an incumbent public accountant, and the election of the directors.
97. Notice of business to be transacted must state the nature of the business in sufficient detail to permit a member to form a reasoned judgment on the business and state the text of any special resolution to be submitted to the meeting.
98. A decision taken at a meeting for which insufficient or incorrect notice was given or on an item of business for which notice was insufficient or contained an error or omission shall to the fullest extent possible be treated as null and void.
99. At least one director shall be present at every general meeting of the Association, and every general meeting shall be chaired by a director if not chaired by the President or Vice-President of the Association.
100. Seven (7) voting members shall constitute a quorum for the transaction of business provided at least one director of the Corporation is present.
101. The minutes shall record the number of votes for and against and the number of abstentions.
102. Votes of the Association shall be taken by show of hands unless a ballot is requested by a voting member, except that a vote to elect the directors may be carried out by ballot.
103. The chair of a general meeting of the Association shall not vote.
104. Each voting member of the Association shall have one vote when present at a general meeting.
105. A non-voting member shall have no vote, whether present at the general meeting or not, but may speak on any item of business.
ANNUAL GENERAL MEETING
106. The Corporation shall hold one general meeting each calendar year styled the Annual General Meeting (annual meeting).
107. The directors shall cause each annual meeting to be held as close to twelve (12) months after the previous annual meeting as practical and on no account less than nine (9) or more than fifteen (15) months after the previous annual meeting, provided that the annual meeting may not be held more than six (6) months after the end of the Corporation’s preceding financial year.
108. At each annual meeting, in addition to any other business that may be transacted, the directors and officers shall report on the activities of the Association since the previous annual meeting and the financial position and financial statements of the Corporation shall be presented to the members.
109. At each annual meeting an election shall be held to decide upon the directors for the ensuing year.
110. Regardless of the outcome of the election of the directors, the chair of the meeting shall preside over the annual meeting until its adjournment.
REQUISITION OF A GENERAL MEETING
111. The directors shall call a general meeting within twenty one (21) days of a requisition by at least five (5) percent of the members of the Association to do so.
112. A requisition that the directors hold a general meeting shall be signed by each member so requesting and shall be provided in writing to each director and to the registered office of the Corporation and shall state the business to be transacted at the meeting.
113. If the directors fail to call a general meeting within twenty one (21) days of receipt of a requisition in accordance with these by-laws to call a meeting, any member who signed the requisition may call a general meeting.
114. The members who made the requisition to hold the general meeting shall make all reasonable efforts to notify all members of the Corporation of the general meeting, and to the extent possible that meeting shall otherwise be held in accordance with these by-laws.
115. The members present at a general meeting not called by the directors shall as the first order of business at the meeting select a member to act in the capacity of chair.
116. At each annual meeting the Association may by a two thirds plus one of all members entitled to vote at that meeting may resolve to appoint a public accountant.
117. If the Association does not resolve to dispense with a public accountant, the Association shall, by decision, appoint a public accountant to serve until the next annual meeting, failing which the public accountant currently serving shall continue to serve.
118. The public accountant shall review the financial statements of the Association and shall prepare a report for presentation to the members at the annual meeting, and shall audit the financial statements if the Association so decides.
119. The remuneration of the public accountant shall be fixed by the directors unless it is fixed by decision of the Association.
120. The directors may by decision make, amend or repeal any by-law except a by-law effecting a fundamental change pursuant to subsection 197(1) of the Act.
121. The directors shall submit any change to the by-laws to the Association at the next general meeting, and the Corporation may confirm, reject or amend the change.
DISSOLUTION OF THE CORPORATION
122. In the event the Association should be dissolved, all assets, securities, and monies of the Association shall be liquidated and given to a body of like objects or, if such a body cannot be identified, to a recognized charity.
123. The identity of the body of like objects or charity shall be decided by the Association prior to dissolution, failing which the decision shall be made by the directors.
124. A reference in these by-laws to “a member” without qualification refers to a voting member or a non-voting member.
125. A member’s address may include an electronic address for correspondence, and correspondence required by these by-laws to be sent in writing may be sent to either a physical address or an electronic address at the discretion of the Corporation provided the member has consented in writing to receive correspondence at the member’s electronic address.
126. A member’s address for the purposes of all notification shall be the address on file with the Association, and it is the responsibility of each member to inform the Secretary in writing of a change of address.
127. Where correspondence requires a signature to comply with these by-laws, a correspondence sent from an electronic address associated with a person mentioned in these by-laws shall be considered to be signed if the originator includes their entire name at the conclusion of the correspondence.
128. Where correspondence must be provided to the Secretary or to at least one director in order to comply with these by-laws, correspondence received at the physical or electronic address of the Corporation shall be deemed to have been duly provided.
129. The term “decision” is used for the purposes of these by-laws to designate a decision to select one alternative over another or over all others, as the case may be.
130. Except as otherwise provided by the Act or these by-laws, a decision of the Association is an ordinary resolution as defined in the Act and requires the support of a majority of votes cast (failing on an equality of votes).
131. Where an election is held for the purposes of filling a single position, the member receiving the most votes is elected, provided a quorum of members casts votes, and in the case of a tie a run-off vote is held to elect one of the members having received an equal number of votes.
132. Where an election is held for the purposes of filling several equivalent positions (such as the election of the directors), a first member is elected to a position in preference to a second member if the first member receives more votes than the second member, provided a quorum of members casts votes, and in the case of a tie for one or more positions a run-off vote is held to elect a number of members equal to the number of unfilled positions from among the members having received an equal number of votes.
133. A member may be elected to a position by acclamation if no other member is eligible for election to that position.
134. In any decision of the Association, an abstention counts as a vote cast for the purposes of determining whether a motion carries.
135. A reference in these by-laws to the Act is a reference to the Canada Not-for-profit Corporations Act.
Under the Seal of the Association, we the undersigned certify the adoption by the Association of these by-laws by special resolution made the 9th day of November, 2013