A lot of people will find this all to be very local stuff,
but may find it interesting anyway.
Good morning Swords...
Drop your jocks and grab your socks and lets go!
Go where? Why to the forge of course. Its armour making time.
Oh sure, you want to get behind the groaning board of Christmas dinner!
Fine.
But when you have indulged, visited, stayed around, played around, messed around, slayed around,
it will be time to get your armour started.
So how are you to do this? Well, for the next two weeks, its open shop.
Materials at last years prices. No fees. Any day of the week.
No hidden charges. Just get yourself to the forge and start pounding.
(No, the pounding in your head from the hangover just helps things along...trust me)
(They gave me a week's break on my chemo, so I should be able to snoopervise properly)
New stuff in the training schedule include...
to bring in two sword play into the advanced course.
To bring buckler play into the advanced course.
Its about time!
Helpful to this are the thousands of youtube stuff and excellent AMMA info that is out there.
I don't want this to become a language class, but it might be helpful to know some basic sword strike names.
For instance, a slash with a sword is called a "hau".
This it totally related to the English word "hew".
So an oberhau is a slash from above, and an "unterhau" is a slash upwards.
I like words like "der schnappen", which means pretty much what you think it means.
But don't let the words keep you from getting involved.
A lot of this stuff is, well, not new to me of Jeff, but is approached in different ways.
Refreshing ways, IMHO.
The next upcoming events are....(drum roll please)
I have an all night murder mystery on New Year's eve.
Crash space IS available as usual.
I have been known to drive people home as well.
But I might want sobered nosed voluntolds... to help.
After the New Year's celebration,
I think I will take a break from this constant round of parties.
But not from building armour!
And building the club. To this end....
The forum has only a very few members. I would like more.
Please, before signing up, let us know who you are.
I know I deleted a couple of accounts from friends that did not identify themselves.
Its easy to do.
But how am I to know that "feelingChipper@filmporn.com" was actually a friend of mine!
(should have guessed by by the name come to think of it...I have wierd friends.)
So please...its YOUR forum...its your club!
Which of course leads to the logical point.
Who is in charge?
I nominated Jeff as interm CEO. He has not (actually can not accept until a quorum is formed) accepted.
(Jeff Greenwood is an excellent choice, now that he is not as distracted with his new GF and the move to a new apartment!)
I nominated myself as the kit shop operator (not necessarily a exec position but one that I can do)
I nominated Jean Vallaincourt as the Supervisor of Training. (Marshal of Marshals)
(Who DID I want as treasurer? I think that post is up for grabs.)
And Mark Ermenc as Top Armourer
(armouring is in the mission statement, so that HAS to be an executive position.)
(he may not want it...but he can refuse the nomination if he wants to. I can't think of anybody better though!
Remember, interm means you can be replaced by a quorum vote at any time. So it is not cast in stone!
Below is a copy of the statement of what we are all about as decided by straw poll at the pumpkin cutting.
It was so overwhemingly endorsed that we just stopped asking for options after a bit.
It is not too late though (join the forum!) to let us know if your mileage will differ.
quote below
>The purpose of the Armoured Company of the Sword is to train armoured fighters how to fight safely.
>The activities of the ACS are academic only, and do not include sparring, only training.
>The training received in the ACS is to be an adaptation of Medieval European sword handling.
>Armour making is an integral part of the ACS.
I would like to add a whole bunch of stuff to that, like how much should dues be and so forth,
but that is not germane to the first order of business...elect some officers.
To that end, we need to hold elections.
Limit elections to those who want to show up to the pub on Sunday afternoons?
I lean towards the pub thing....but its not really up to me.
But I figure if I can't entice you out to a pub, I am not really trying!
email me at MarshalBill@gmail.com for your reaction.
I think a proxy vote is legitimate.
Such a proxy must come from this newsletter list.
First of all...when?
Maybe go for a Sunday.
I will call it for Sunday March 23
Give people time to campaigne.
Where do you campaigne? On the forum of course.
Elections will be held on Sunday, 23 March.
Place...I think a pub is good. Food. Drink. Conviviality.
Any other suggestions for venue?
Agenda items should be filed a solid week before that time.
(I'll put agenda items up on the forum)
email me at MarshalBill@gmail.com for your reaction.
Well, that should be about it for this month.
Keep your sword tips up, and remember
Honour, Courtesy, and Nobless Oblige.
Thursday, January 9, 2014
German Sword Fighting, fifth class of the basic course.
Hangens.
Hanging guards.
Very beloved of the Lichtenhaur school. Not so beloved by me.
That being said, when used correctly, they are VERY useful. Which means don't leave them hanging for long! Remember, a six will go right through ANY hanging guard. Move directly to the Winden.
The Winden. So simple, yet so useful. All you do when you wind your opponents sword (which is what a winden means...to wind, as in winding a watch) is to turn your hand over. If it was facing up, that pommel is a tempting grab target. (Grabben). You MUST keep your sword in the bind when you do this. You must be cognizent of what your opponent is planning. Since you cannot read his mind, you should use the computer inside your skull to figure out what he CAN do, decide if he is able to do it if you do "this" (whatever "this might be) and what his options are. This is called "INDES". Very up close and personal!
The chances (if you are in a bind) are limited...anything he does will snap your sword up (dos schnappen!) into his face or neck. So he will pause to think. At this point, you simply turn your sword around, and regain the "strong". Then slam his sword down (or up as you desire) and proceed to cut, hew, stab or whatever.
I will often use a half sword stab at this point.
But of course it always starts with the Indes. I cannot help you develop this close in battle field awareness...you must sort of figure it out for your self. However, a good knowledge of hard and soft, combined with weak and strong of the swords will not only safe your life, but will assist you in your quest to develop Indes. A solid knowledge (plan) would be handy at this point.
Lichtenhauer always said "you must displace your sword into your opponent, not against his sword" Talhoffer always said "throw it away and then move in". Hard to say which is better advice. I would suggest that if you find someone who is always pressuring you, pushing you back, head butting, then use the Talhoffer (South Tower Style) against him. Its like Judo, you move around either left or right to confuse him as to where you are. Some have described the South Tower System as "Bull Fighting". It is very elegant, like bull fighting, and it gets off the line of attack like a matador does. But remember, you are NOT fighting bulls...you are fighting people as agile as you. But I rather like the metaphor. People will turn as fast as you can step...so I usually make a tentative step towards the right and end up moving left. Or vice versa. Hard to say which is better. Either will put you behind your opponent.
If you find yourself fighting a person who is well trained in the Talhoffer tradition, then I suggest you become very aggressive in your fighting. If (for instance) you have decided to make a strike at the left side of his head, and he knocks it up and over, then spend almost no time in the Alban and aim for his arm as you step to your right. Such manoevers have a lot of value. But they take a LOT of practice as you develop them. Why does this work? Well when you discover your strike has been displaced, you must go into a winden to win.
Just. Like. That.
thus endeth the lesson.
Hanging guards.
Very beloved of the Lichtenhaur school. Not so beloved by me.
That being said, when used correctly, they are VERY useful. Which means don't leave them hanging for long! Remember, a six will go right through ANY hanging guard. Move directly to the Winden.
The Winden. So simple, yet so useful. All you do when you wind your opponents sword (which is what a winden means...to wind, as in winding a watch) is to turn your hand over. If it was facing up, that pommel is a tempting grab target. (Grabben). You MUST keep your sword in the bind when you do this. You must be cognizent of what your opponent is planning. Since you cannot read his mind, you should use the computer inside your skull to figure out what he CAN do, decide if he is able to do it if you do "this" (whatever "this might be) and what his options are. This is called "INDES". Very up close and personal!
The chances (if you are in a bind) are limited...anything he does will snap your sword up (dos schnappen!) into his face or neck. So he will pause to think. At this point, you simply turn your sword around, and regain the "strong". Then slam his sword down (or up as you desire) and proceed to cut, hew, stab or whatever.
I will often use a half sword stab at this point.
But of course it always starts with the Indes. I cannot help you develop this close in battle field awareness...you must sort of figure it out for your self. However, a good knowledge of hard and soft, combined with weak and strong of the swords will not only safe your life, but will assist you in your quest to develop Indes. A solid knowledge (plan) would be handy at this point.
Lichtenhauer always said "you must displace your sword into your opponent, not against his sword" Talhoffer always said "throw it away and then move in". Hard to say which is better advice. I would suggest that if you find someone who is always pressuring you, pushing you back, head butting, then use the Talhoffer (South Tower Style) against him. Its like Judo, you move around either left or right to confuse him as to where you are. Some have described the South Tower System as "Bull Fighting". It is very elegant, like bull fighting, and it gets off the line of attack like a matador does. But remember, you are NOT fighting bulls...you are fighting people as agile as you. But I rather like the metaphor. People will turn as fast as you can step...so I usually make a tentative step towards the right and end up moving left. Or vice versa. Hard to say which is better. Either will put you behind your opponent.
If you find yourself fighting a person who is well trained in the Talhoffer tradition, then I suggest you become very aggressive in your fighting. If (for instance) you have decided to make a strike at the left side of his head, and he knocks it up and over, then spend almost no time in the Alban and aim for his arm as you step to your right. Such manoevers have a lot of value. But they take a LOT of practice as you develop them. Why does this work? Well when you discover your strike has been displaced, you must go into a winden to win.
Just. Like. That.
thus endeth the lesson.
4th class of the basic course.
Vor und Noch.
(Before and after)
This is considered the be all and end all of German sword fighting.
Before means everything leading up to the fight. Your shoes, your armour, your attitude, how much mud will get on your shoes to slow you down....your desire for a good outcome...as well as the obvious "you have a plan right?"
Before includes feints, movements off the line of attack, movements onto the line of attack, and a plan of how many strikes and where they will go before you charge in like a damned fool. You might have a plan to get inside his guard. Good luck with that. Thats the hardest part.
Then there is the "middle" of the Vor und Nock. The middle is where I usually do proper striking. I have successfully navigated the hazardous 3 sword length distance of my opponent, I have successfully got past the VERY hazardous two sword lengths away from my opponent. And somehow, I have got within one sword length, where a couple of good number sixes might work. If they don't, well he will think of the number six in about a quarter of a second, so I MUST move. Forward is best...knock him over! More elegant is a slide to either the right or left hand quadrants. I prefer the right quadrant if only because that sword is gearing up with a powerful #6. I will hide behind HIS shield!
(Push the shield away from you, and bring my sword up to his neck in a throat cutting movement)
If I could not move to the right, I would have to move to the left. If I could, I would target his arm before he takes my head off...and that can only be done by moving forward to the left. I would go to a number two ox to protect myself, then bring the sword down on his arm. It will certainly skew the blow. A number four nudge on the shoulder will spin him around. You might be able to get his arm under yours, but don't count on it. Better to just step in behind him and cut his throat. Then get the hell out of Dodge before he swings that last strike as he is dying.
Or you could just bring your sword up to his neck and ask him if has land, money or ransom. That's what I would do.
So the Nock, or the after is how you navigate away from your opponent. At this point you have to get your focus back on everybody else on the field. I would drag my opponent backwards to a safe place, and leave him with my squire who is watching my back. Then I would see what other low hanging fruit is ripe to fall. A moment watching another fight is a moment NOT wasted.
Easy peasy....
Everybody got that?
(Before and after)
This is considered the be all and end all of German sword fighting.
Before means everything leading up to the fight. Your shoes, your armour, your attitude, how much mud will get on your shoes to slow you down....your desire for a good outcome...as well as the obvious "you have a plan right?"
Before includes feints, movements off the line of attack, movements onto the line of attack, and a plan of how many strikes and where they will go before you charge in like a damned fool. You might have a plan to get inside his guard. Good luck with that. Thats the hardest part.
Then there is the "middle" of the Vor und Nock. The middle is where I usually do proper striking. I have successfully navigated the hazardous 3 sword length distance of my opponent, I have successfully got past the VERY hazardous two sword lengths away from my opponent. And somehow, I have got within one sword length, where a couple of good number sixes might work. If they don't, well he will think of the number six in about a quarter of a second, so I MUST move. Forward is best...knock him over! More elegant is a slide to either the right or left hand quadrants. I prefer the right quadrant if only because that sword is gearing up with a powerful #6. I will hide behind HIS shield!
(Push the shield away from you, and bring my sword up to his neck in a throat cutting movement)
If I could not move to the right, I would have to move to the left. If I could, I would target his arm before he takes my head off...and that can only be done by moving forward to the left. I would go to a number two ox to protect myself, then bring the sword down on his arm. It will certainly skew the blow. A number four nudge on the shoulder will spin him around. You might be able to get his arm under yours, but don't count on it. Better to just step in behind him and cut his throat. Then get the hell out of Dodge before he swings that last strike as he is dying.
Or you could just bring your sword up to his neck and ask him if has land, money or ransom. That's what I would do.
So the Nock, or the after is how you navigate away from your opponent. At this point you have to get your focus back on everybody else on the field. I would drag my opponent backwards to a safe place, and leave him with my squire who is watching my back. Then I would see what other low hanging fruit is ripe to fall. A moment watching another fight is a moment NOT wasted.
Easy peasy....
Everybody got that?
Sword fighting, 3rd class of the basic course.
Lichtenhaur' wards had really cool names! Oxen, plows, iron gates. Obviously he was teaching peasants. Aristocracy already had their own teachers. In fact, Lichtenhaur himself was a teacher of a famous knight of the day...before he hung up a shingle and went into business for himself.
The first ward was the "oxen"
The oxen can be brought down to pretty much protect the whole side. When you do this, the proper term is "Alban". You can stay in an Alban for some time in perfect safety...you opponent will search for an opening....and eventually make a futile attempt to your head or neck. From an "alban" you can either move forward to your right, or move forward to your left. The right will give you a little more time to get your sword up, whereas the move to your left forward quadrant will put your sword up against his before he gets it moving as quickly. Mark calls this the "scary" block, but it is not so bad. Make sure his sword is caught on your quillion (Remember swetch und stark...weak and strong". But the time you have tossed his sword away, you will probably be in a number two ox, and therefore, are prepared to club him like a baby seal.
If he succeeds in stopping in time...just push the tip of your sword beside his head, and let the power of his own sword ring his bell by pushing your sword into his helmet. But that is a very advanced technique, borrowed from the advanced two handed stuff. But it works a treat!
The Von Tag strikes are simply strikes from above which you deflect by lifting your sword in front of your brow and stepping aside...following the handle. If they come in diagonally, same deal....move either right or left and deflect the incoming sword into an Alban, and then continue. How would I continue? Well, I suspect I would move towards the diagonal...lift my sword to parry, and follow the handle around his corner. If it came from the right, I would move behind his shield and bring my sword down on his shield arm. If it came from the left, I would follow the handle of my sword to the left, and bring my sword down on his arms. Such a strike is called a "squinting" cut. I have no idea why!
Then I would retreat a moment because I will probably not get another great shot at his arm...and remember, under our rules, he has to be hit three times on an armoured bit for it to count. Though because I would get such a great squinting cut on his arm, he MAY retreat to tend to the broken radius a squinting cut can do, even through armour.
The second ot last "ward" is the pflug. What a great name...it means plow. You slam it into the ground to protect your leg...either side will do. If it was a fake to the leg, it is easy to raise to an Alban. The Alban is known in English as a "hanging guard"
The last ward is the tail guard. Again, it is only transitory...and its only saving virtue is that nobody knows where you are going to strike. From a tail guard, a unterhau (upward cut moving from below....translation would be "under cut". If you have tailed it to your left you have many options...left quadrants including legs, diagonals, horizontals and "from the roof" (Von Tag)
The first ward was the "oxen"
The oxen can be brought down to pretty much protect the whole side. When you do this, the proper term is "Alban". You can stay in an Alban for some time in perfect safety...you opponent will search for an opening....and eventually make a futile attempt to your head or neck. From an "alban" you can either move forward to your right, or move forward to your left. The right will give you a little more time to get your sword up, whereas the move to your left forward quadrant will put your sword up against his before he gets it moving as quickly. Mark calls this the "scary" block, but it is not so bad. Make sure his sword is caught on your quillion (Remember swetch und stark...weak and strong". But the time you have tossed his sword away, you will probably be in a number two ox, and therefore, are prepared to club him like a baby seal.
If he succeeds in stopping in time...just push the tip of your sword beside his head, and let the power of his own sword ring his bell by pushing your sword into his helmet. But that is a very advanced technique, borrowed from the advanced two handed stuff. But it works a treat!
The Von Tag strikes are simply strikes from above which you deflect by lifting your sword in front of your brow and stepping aside...following the handle. If they come in diagonally, same deal....move either right or left and deflect the incoming sword into an Alban, and then continue. How would I continue? Well, I suspect I would move towards the diagonal...lift my sword to parry, and follow the handle around his corner. If it came from the right, I would move behind his shield and bring my sword down on his shield arm. If it came from the left, I would follow the handle of my sword to the left, and bring my sword down on his arms. Such a strike is called a "squinting" cut. I have no idea why!
Then I would retreat a moment because I will probably not get another great shot at his arm...and remember, under our rules, he has to be hit three times on an armoured bit for it to count. Though because I would get such a great squinting cut on his arm, he MAY retreat to tend to the broken radius a squinting cut can do, even through armour.
The second ot last "ward" is the pflug. What a great name...it means plow. You slam it into the ground to protect your leg...either side will do. If it was a fake to the leg, it is easy to raise to an Alban. The Alban is known in English as a "hanging guard"
The last ward is the tail guard. Again, it is only transitory...and its only saving virtue is that nobody knows where you are going to strike. From a tail guard, a unterhau (upward cut moving from below....translation would be "under cut". If you have tailed it to your left you have many options...left quadrants including legs, diagonals, horizontals and "from the roof" (Von Tag)
German Sword Fighting, curriculae of the second class.
second class of the basic course.
Anybody who has no feeling is a buffalo. Measure is the distance away from your opponent. Johanne Lichtenhaur felt that reducing the measure to zero is the way to go. Length refers to a sword...one that is too long will be difficult to use up close. Propriety...generally assumed that you want a fair fight. There are times, for instance, when you just want to fight without the intention of actually killing somebody. An example might be a belligerant armed nobleman who has to be removed from the tavern for the sake of everybody's safety. We have all seen that happen.
Well...its hard to disagree with with Mr. Lichtenhauer. His name, by the way means "Grave Maker".
There are four quarters worth attacking with the double handed sword. Interestingly enough, they are not the places I attack with a single handed sword. The single handed sword is used best at extremities...like arms and legs. It can be deployed in a heart beat, and it can come up to a guard just as fast.
That being said, what actually IS a guard? Mr Lichtenhauer did not like ANY guards. He figured if you just stood there, you became a "dead man". I think his meaning was more along the line of "useless statue" rather than the lethal interpretation of "dead man", but even so...it helps to remember to keep moving.
Sometimes you can't though. For example if you find yourself in a shield wall, the game changes rather dramatically. We will cover shield wall tactics later on in the basic course. In that case, the front line deploys in full guard and protects themselves and the spear men immediately behind them. Another case is when you find yourself in the mud. At Agincourt, the weight of each foot was increased by an extra 35 pound, just in clinging mud. Easier (but more dangerous) to stand there and fight without moving the feet. The nice thing of course is that your opponent is standing in the same mud. Again, there are ways to fight even one-on-one without moving your feet.
John Lichtenhaur felt there were only four quadrants to attack. High on the right, high on the left, low on the right and low on the left. All these quadrants were exclusive of the legs...which J.L. did not think were worthy targets. I disagree...legs are great targets. But the sword has to moved in a more horizontal manner than is generally employed, and while you are doing that you leave all sorts of targets open. So leg shots are in my opinion, hazardous to your health. But when you do them right, they are great. How do you do them right? Well, I never deliver a leg shot unless I am actually hugging my opponent. Remember though, he can do it to you if he thinks of it first! So have a plan!
And another thing to remember....we are the "Armoured" Company of the sword, so a lot of those unarmoured moves you see in Talhoffer's book will not quite work if you find yourself in the walking tanks we wear on our bodies.
So how do you protect yourself if you should not fall into guard? Well, the standard point up...shield forward is great if you have a single handed sword. If you find yourself shieldless, well your most important detail would be "measure". If he cannot reach you, you should be safe. Except against me...I excell at closing the measure enough to take you out. It is sneaky though. But kind of fun.
Mr Talhoffer followed the Lichtenhaur tradition enough to point out several transitional guards. Any transitional guard is properly called a ward. So, because they were training farmers instead of aristocracy, they named the ward which dangles with the palm out in front of you the "number one ox" In German, it is spelled "ochs". When someone fires a shot to your head, you can deflect it and it falls into an "ox" after which you have the choice to fall back into your guard, or to use all that energy your foe put into it by driving the cut into his collarbone. This works with either the number one strike or the number two strike...with either, you must deflect the sword over your head, and before he can injure you by coming back, you take his sword side collarbone. (we call this the throat cutter move because, well, it can so easily be brought under the helmet from a strike on the collarbone)
The second ochs is with the turned around hand. Some find it more comfortable to simply turn the hand around, and then do the strike to the sword side. I know I do.
Thus endeth the lesson
- Young knight, learn to love God and honour noble women,
- so grows your honour; practice chivalry and learn
- art which adorns you and will glorify you in battle.
- [Grappling is good, yet better]? lance, spear, sword and knife[3]
- to make use of manhood, which in other hands remain useless.
- Strike hard towards [the man], rush toward, hit or let go,
- [so that the masters who bestow the prize will disapprove of him]?[4]
- Understand this, that all things have propriety, length and measure.
- Whatever action you intend, you should keep your good judgement.
- In earnest or in play, have good cheer with propriety,
- so you may perceive and consider with good courage
- how you should act and move against him,
- as good heart and strength will intimidate your opponent.
- Let this guide you: to nobody in aught give advantage.
- Avoid foolhardiness, do not move against four or six [foes],
- let your overconfidence be tamed, this will be good for you:
- He is a brave man who can stand against his equal,
- (but) it is no shame to flee from four or six (foes).
- Jung Ritter lere / got lip haben / frawen io ere /
- So wechst dein ere / Uebe ritterschaft und lere /
- Kunst dy dich czyret / vnd in krigen sere hofiret /
- Ringens gut fesser / glefney sper swert unde messer /
- Menlich bederben / unde in andern henden vorterben /
- Haw dreyn vnd hort dar / rawsche hin trif ader la varn /
- Das in dy weisen / hassen dy man siet preisen /
- Dor auf dich zosze / alle ding haben limpf lenge vnde mosze /
- Und was du trei wilt treiben / by guter vornunft saltu bleiben /
- Czu ernst ader czu schimpf / habe frölichen mut / mit limpf /
- So magstu achten / und mit gutem mute betrachten /
- Was du salt füren / und keyn im dich rüren /
- Wen guter mut mit kraft / macht eyns wedersache czagehaft /
- Dornoch dich richte / gib keynem forteil mit ichte /
- Tumkunheit meide / vier ader sechs nicht vortreibe /
- Mit deynem öbermut / bis sitik das ist dir gut /
- Der ist eyn küner man / der synen gleichen tar bestan /
- Is ist nicht schande / vier ader sechze flien von hande /
Anybody who has no feeling is a buffalo. Measure is the distance away from your opponent. Johanne Lichtenhaur felt that reducing the measure to zero is the way to go. Length refers to a sword...one that is too long will be difficult to use up close. Propriety...generally assumed that you want a fair fight. There are times, for instance, when you just want to fight without the intention of actually killing somebody. An example might be a belligerant armed nobleman who has to be removed from the tavern for the sake of everybody's safety. We have all seen that happen.
Well...its hard to disagree with with Mr. Lichtenhauer. His name, by the way means "Grave Maker".
There are four quarters worth attacking with the double handed sword. Interestingly enough, they are not the places I attack with a single handed sword. The single handed sword is used best at extremities...like arms and legs. It can be deployed in a heart beat, and it can come up to a guard just as fast.
That being said, what actually IS a guard? Mr Lichtenhauer did not like ANY guards. He figured if you just stood there, you became a "dead man". I think his meaning was more along the line of "useless statue" rather than the lethal interpretation of "dead man", but even so...it helps to remember to keep moving.
Sometimes you can't though. For example if you find yourself in a shield wall, the game changes rather dramatically. We will cover shield wall tactics later on in the basic course. In that case, the front line deploys in full guard and protects themselves and the spear men immediately behind them. Another case is when you find yourself in the mud. At Agincourt, the weight of each foot was increased by an extra 35 pound, just in clinging mud. Easier (but more dangerous) to stand there and fight without moving the feet. The nice thing of course is that your opponent is standing in the same mud. Again, there are ways to fight even one-on-one without moving your feet.
John Lichtenhaur felt there were only four quadrants to attack. High on the right, high on the left, low on the right and low on the left. All these quadrants were exclusive of the legs...which J.L. did not think were worthy targets. I disagree...legs are great targets. But the sword has to moved in a more horizontal manner than is generally employed, and while you are doing that you leave all sorts of targets open. So leg shots are in my opinion, hazardous to your health. But when you do them right, they are great. How do you do them right? Well, I never deliver a leg shot unless I am actually hugging my opponent. Remember though, he can do it to you if he thinks of it first! So have a plan!
And another thing to remember....we are the "Armoured" Company of the sword, so a lot of those unarmoured moves you see in Talhoffer's book will not quite work if you find yourself in the walking tanks we wear on our bodies.
So how do you protect yourself if you should not fall into guard? Well, the standard point up...shield forward is great if you have a single handed sword. If you find yourself shieldless, well your most important detail would be "measure". If he cannot reach you, you should be safe. Except against me...I excell at closing the measure enough to take you out. It is sneaky though. But kind of fun.
Mr Talhoffer followed the Lichtenhaur tradition enough to point out several transitional guards. Any transitional guard is properly called a ward. So, because they were training farmers instead of aristocracy, they named the ward which dangles with the palm out in front of you the "number one ox" In German, it is spelled "ochs". When someone fires a shot to your head, you can deflect it and it falls into an "ox" after which you have the choice to fall back into your guard, or to use all that energy your foe put into it by driving the cut into his collarbone. This works with either the number one strike or the number two strike...with either, you must deflect the sword over your head, and before he can injure you by coming back, you take his sword side collarbone. (we call this the throat cutter move because, well, it can so easily be brought under the helmet from a strike on the collarbone)
The second ochs is with the turned around hand. Some find it more comfortable to simply turn the hand around, and then do the strike to the sword side. I know I do.
Thus endeth the lesson
Basic German Swordfighting. Curricula of the first class.
INTENTIONS
Weich und Hart
(Soft and Hard)
Swetch und Stark
(weak and strong)
Indes.
(Battlefield awarness...specifically of your immediate opponent)
Soft and hard are simple enough. The Lichtenhauer way is a very Hard way. You move in and climb his frame, you are here to fight and you drive into him with knees, elbows and pommels. ...the South Tower System which is based on the Talhoffer style is a very soft way. Even a proper Talhoffer stance, or guard is considered by Lichtenhauer to be so dangerous that he referred to anybody who simply stays in guard as a Dead Man.
Weak and strong are different. This refers to the sword, and where you place it on your opponent's blade. If is close to the tip, it is considered to be very strong. (but it might allow your opponent some latitude to disengage to a strike) If your tip is near to your foe's quillion, he has the advantage of strength. When this happens, you can usually fix this by turning your hand over and attacking.
Indes is often referred to as "feeling". The German word for "feeling" is Fulen, so we know that Indes means something else. Apparently it is not translatable...but from what I can gather, it would be similar to "feeling out your opponent". But it is a bit more...you have to "feel" your footing, you have to know where the wall or the door is...and you have to know if you have more than one opponent. So in many ways, it is a superb word which takes in a LOT of considerations. One worth remembering.
An example of rather appropriate Indes would involve pushing your opponent off the dock, or off the wall or into your backup team. OTOH, It drives me crazy to see the movie hero jump up the stairs of the castle in the middle of the fight! No railing, no way to dodge or get off the line of attack. I think the only saving grace of such a move is when you find yourself outclassed, they maybe backing up a stairway might limit your opponent's sword blows. But I seriously doubt it...
Lichtenhaur said "anybody who has no feeling is a buffalo."
Remember, John Lichtenhauer created medieval fightingin the early 14th century, Hansel Talhoffer modified it to be able to defeat most Lichtenhauer trained fighters about a hundred years later in 1459, and Jocheim Myers perfected a combined style, mostly based on Talhoffer a hundred years later yet.
http://en.wikipedia.org/wiki/Johannes_Liechtenauer
http://www.historicalfencing.com/Talhoffers-Fight-Book-Blog.html
http://en.wikipedia.org/wiki/Joachim_Meyer
Weich und Hart
(Soft and Hard)
Swetch und Stark
(weak and strong)
Indes.
(Battlefield awarness...specifically of your immediate opponent)
Soft and hard are simple enough. The Lichtenhauer way is a very Hard way. You move in and climb his frame, you are here to fight and you drive into him with knees, elbows and pommels. ...the South Tower System which is based on the Talhoffer style is a very soft way. Even a proper Talhoffer stance, or guard is considered by Lichtenhauer to be so dangerous that he referred to anybody who simply stays in guard as a Dead Man.
Weak and strong are different. This refers to the sword, and where you place it on your opponent's blade. If is close to the tip, it is considered to be very strong. (but it might allow your opponent some latitude to disengage to a strike) If your tip is near to your foe's quillion, he has the advantage of strength. When this happens, you can usually fix this by turning your hand over and attacking.
Indes is often referred to as "feeling". The German word for "feeling" is Fulen, so we know that Indes means something else. Apparently it is not translatable...but from what I can gather, it would be similar to "feeling out your opponent". But it is a bit more...you have to "feel" your footing, you have to know where the wall or the door is...and you have to know if you have more than one opponent. So in many ways, it is a superb word which takes in a LOT of considerations. One worth remembering.
An example of rather appropriate Indes would involve pushing your opponent off the dock, or off the wall or into your backup team. OTOH, It drives me crazy to see the movie hero jump up the stairs of the castle in the middle of the fight! No railing, no way to dodge or get off the line of attack. I think the only saving grace of such a move is when you find yourself outclassed, they maybe backing up a stairway might limit your opponent's sword blows. But I seriously doubt it...
Lichtenhaur said "anybody who has no feeling is a buffalo."
Remember, John Lichtenhauer created medieval fightingin the early 14th century, Hansel Talhoffer modified it to be able to defeat most Lichtenhauer trained fighters about a hundred years later in 1459, and Jocheim Myers perfected a combined style, mostly based on Talhoffer a hundred years later yet.
http://en.wikipedia.org/wiki/Johannes_Liechtenauer
http://www.historicalfencing.com/Talhoffers-Fight-Book-Blog.html
http://en.wikipedia.org/wiki/Joachim_Meyer
Thursday, October 24, 2013
Charter and By Laws of the Charter for the Armoured Company of the Sword.
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.
www.southtower.on.ca
(put "agenda items for debate" in the header)
I will put an identical cut and paste onto the ACS web site.
www.armouredswords.ca
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!
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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.
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The formal name of the organization is the "Armoured Company of the Sword"
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There are five officers.
Their terms are limited by ratification of the membership by general meetings.
The names of their positions are:
President
Secretary
Treasurer
Quarter Master
Marshal of Marshals
The responsibilites of these executives include these job descriptions.
President.
Runs meetings IAW with Robert's Rules of Order.
www.robertsrules.org
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.
Secretary
Keeps minutes.
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.
Treasurer.
Maintains the bank account.
Will answer questions by any member within two weeks of the question being submitted in writing.
Quarter Master
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
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.
Full Membership
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.
Associate Membership
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.
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(meetings)
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
EXM...executive 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.
Meetings
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
www.armouredswords.ca
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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.
GENERAL INFORMATION
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.
MEMBERSHIP
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.
PUBLIC ACCOUNTANT
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.
BY-LAWS
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.
GENERAL PROVISIONS
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
_____________________________________________ _____________________________________________
President Secretary
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.
www.southtower.on.ca
(put "agenda items for debate" in the header)
I will put an identical cut and paste onto the ACS web site.
www.armouredswords.ca
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!
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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.
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The formal name of the organization is the "Armoured Company of the Sword"
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There are five officers.
Their terms are limited by ratification of the membership by general meetings.
The names of their positions are:
President
Secretary
Treasurer
Quarter Master
Marshal of Marshals
The responsibilites of these executives include these job descriptions.
President.
Runs meetings IAW with Robert's Rules of Order.
www.robertsrules.org
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.
Secretary
Keeps minutes.
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.
Treasurer.
Maintains the bank account.
Will answer questions by any member within two weeks of the question being submitted in writing.
Quarter Master
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
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.
Full Membership
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.
Associate Membership
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.
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(meetings)
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
EXM...executive 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.
Meetings
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
www.armouredswords.ca
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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.
GENERAL INFORMATION
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.
MEMBERSHIP
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.
PUBLIC ACCOUNTANT
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.
BY-LAWS
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.
GENERAL PROVISIONS
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
_____________________________________________ _____________________________________________
President Secretary
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