Central Aircraft Maintenance Engineers Association By-Laws
INDEX
ARTICLE I – GENERAL
Sec. 1-Title
Sec. 2 -Definitions
Sec. 3 -Purpose
Sec. 4 -Head Office
Sec. 5 -Seal
ARTICLE II – MEMBERSHIP
Sec. 1 -Classes of Membership
Sec. 2 -Requirements
Sec. 3 -Members Generally
ARTICLE III – PRIVILEGES AND OBLIGATIONS OF MEMBERS
Set. 1 -Voting Rights
Sec. 2 -Change of Conditions
Sec. 3 -Furtherance of Objects of Board
Sec. 4 -Termination of Membership
Sec. 5 -Reapplication for Membership
ARTICLE IV – FEES
Sec. 1 -Initiation Fee
Sec. 2 -Annual Fees
ARTICLE V – MEETINGS OF MEMBERS
Sec. 1 -Annual Meeting
Sec. 2 -Election Meeting
Sec. 3 -Special General Meeting
Sec. 4 -Notice
Sec. 5 -Omission of Notice
Sec. 6 -Voting at Meetings
Sec. 7-Chairman
Sec. 8 -Quorum
Sec. 9 -Accountant
Sec. 10 -Adjournment
ARTICLE VI – DIRECTORS
Sec. 1-Board of Directors
Sec. 2 -Qualifications of Directors
Sec. 3 -Vacancies on Board of Directors
Sec. 4 -Election of Directors & Term of Office
Sec. 5 -Removal of Directors
Sec. 6 -Remuneration of Directors
Sec. 7 -Meetings of Directors
Sec. 8 -Banking
Sec. 9 -Bonding
Sec. 10 -Indemnity to Directors and Others
Sec. 11-Protection of Directors and Officers
Sec. 12 -Rules and Regulations
ARTICLE VII – OFFICERS OF THE ASSOCIATION
Sec. 1-Officers
Sec. 2 -President
Sec. 3 -Vice-President
Sec. 4 -Secretary
Sec. 5 -Treasurer
Sec. 6-Appointment of Officers and Vacancies
ARTICLE VIII – COMMITTEES
Sec. 1 -Committees
Sec. 2 -Meetings of Committees
Sec. 3 -Rules and Regulations
ARTICLE IX – EXECUTION OF DOCUMENTS AND BORROWING POWERS
Sec. 1 -Execution of Contracts
Sec. 2 –Respecting the Borrowing of Money, Etc.
ARTICLE X – CREST
ARTICLE XI – MEETINGS-ORDER OF PROCEDURE
ARTICLE XII – MEMBERSHIP IN AFFILIATED ASSOCIATIONS
ARTICLE XIII – VOTING SHARES AND SECURITIES IN OTHER COMPANIES
ARTICLE XlV – FISCAL PERIOD OF THE ASSOCIATION
ARTICLE XV – AMENDING OF BY-LAWS
BY-LAWS
of
CENTRAL AIRCRAFT MAINTENANCE ENGINEERS ASSOCIATION
of
CENTRAL AIRCRAFT MAINTENANCE ENGINEERS ASSOCIATION
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A, by-law relating generally to the conduct of the affairs of the Central Aircraft Maintenance Engineers Association.
Be it enacted and it is hereby enacted as a by-law of the Central Aircraft Maintenance Engineers Association.
PREAMBLE
The association is formed for the following and other purposes:
1 To provide a forum for Aircraft Maintenance Engineers resident or employed in the Central Region and more particularly to promote that species of knowledge which distinguishes the occupation of Aircraft Maintenance Engineer in the aviation industry.
2 To constitute a body through which the views and objects of Aircraft Maintenance Engineers may be represented, which body will be available for advice or consultation on all questions, policy matters, and all other areas of the aviation industry which affects or may affect the Aircraft Maintenance Engineer.
3 To constitute a body which will be recognized by the Minister of Transport
Regarding the regulation of any matter in the aviation industry which affects or
May affect the occupation of Aircraft Maintenance Engineer, and to obtain the
Recognition of all other government departments which touch upon the aviation
Industry.
4 To facilitate the interchange by members of the Association of their views in relation
To the aviation industry, to the minister of Transport, or to any other matter which is of common interest to the members,
5 To promote honorable practices in the aviation industry, to repress malpractices, to settle disputed points of practice and to decide all questions on usage or courtesy between or among its members and those engaged or otherwise interested in the activities of the Association.
6 To promote, improve and generally advance the occupation of Aircraft Maintenance Engineer and to increase the knowledge of its member’s relation to the aviation industry through education and research.
Aviation industry through education and research.
7 To print, publish and disseminate technical or other information which relates to the occupation of Aircraft Maintenance Engineer or to the aviation industry in general.
8 To maintain a high standard in the aviation industry, and in particular the occupation of Aircraft Maintenance Engineer and to further the status of the Aircraft Maintenance engineer at all times.
ARTICLE I – GENERAL
Section 1-Title
1.01 The name of the Corporation shall be CENTRAL MAINTENANCE ENGINEERS ASSOCIATION.
Section 2 – Definitions
2.01 In this by-law words imparting the singular number only shall include the plural and vice versa; words imparting the masculine gender shall include the feminine and neuter genders; words imparting persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons, unless the context otherwise requires.
2.02 The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
2.03 In this by-law and all other by-laws of the Association, unless the context otherwise specifies or requires:
(a) means the Corporations Act, R.S.M. 1987, c,C225, as from time to time amended, and every statute that may be substituted therefore and, in the case of such amendment or substitution, any references in the by-laws of the Association shall be read as referring to the amended or substituted provisions therefore.’
(b) “Association means the “Central Aircraft Maintenance Engineers Association”.
“By-law” means any by-law of the corporation from time to time in force and effect and all terms contained in the by-laws which are defined in the Act shall have been meanings given to such terms in the Act.
“Director” means a person who is a member of the Board of Directors.
“Directors” means the Board of Directors unless the context otherwise indicates.
Section 3 – Purpose
The purpose and objects of this Association shall be those set forth in the Articles
Of Incorporation of the Province of Manitoba incorporating the Association dated the day of
Where there is a conflict between the objects of the Association as set out in its Articles of Incorporation and the preamble of this by-law, the object set out in the Articles of Incorporation shall govern.
Section 4 – Head Office
The Directors may from time to time by resolution fix the location of the head office of the Association which shall be in the City of Winnipeg, in the Province of Manitoba as designated by the Association’s Articles of Incorporation, or by a special resolution of the Association.
Section 5 – Seal
The Seal, an impression of which is stamped on the margin hereof, shall be the seal of the Association.
ARTICLE II – MEMBERSHIP
Section 1 – Classes of Membership
There shall be the following classes of membership in the Association:
1 Active Membership
2 Associate Membership
3 Apprentice Membership
4 Corporate Membership, and
5 Honorary Membership
Section 2 – Requirements
2.01 Active Members
To qualify for active membership, the applicant must possess a valid Aircraft Maintenance Engineer license issued by the Minister of Transport.
Such applicant must be resident in the Central Region and must be actively engaged in the aviation industry in a private enterprise business, a department of private industry or and organization of government.
Such applicant shall make written application for membership in the form prescribed by the directors.
Such member shall pay an annual fee as established under
Appendix “A1′-Fees for Members of this by-law
Any active member who, since joining the Association has retired may continue to be an active member, provided that he pays such annual fee as established under Appendix “A-Fees for Members of this by-law.
2.02 Associate Members
Any person, who is not licensed as an Aircraft Maintenance Engineer may be eligible for Associate Membership, provided such applicant is approved for membership by the majority of the Directors present at a Directors’ meeting.
To qualify for Associate Membership, the applicant must have been actively engaged in an engineering capacity, or an associated trade or profession within the aviation industry or previously has been the holder of a valid Aircraft Maintenance Engineers License.
Associate Members shall have the right to attend and speak at all Membership meetings, but shall not be entitled to vote or hold office in the Association.
Such member shall pay an annual fee as established under Appendix “A”-Fees for Members of this by-law.
2.03 Apprentice Membership
Any person who is not licensed as an Aircraft Maintenance Engineer by the Minister of Transport may be eligible for Apprentice Membership, provided that:
Such applicant is currently enrolled in an Aircraft Maintenance Engineer’s Course at a technical school, community college, or similar institution which is recognized by the Minister of Transport.
Is employed as an apprentice Aircraft Maintenance Engineer under the supervision of a licensed Aircraft Maintenance Engineer or a company approved by the Minister of Transport for this purpose.
The applicant shall make written application in the form prescribed by the Directors and shall be accompanied by sufficient documentation as may be required by the Directors to evidence that the applicant is a student enrolled in a recognized Aircraft Maintenance Engineer’s course, or is an apprentice Aircraft Maintenance Engineer. Apprentice members shall have the right to attend and speak at all membership meetings, but shall not be entitled to vote or hold office in the Association.
Such member shall pay a fee as established under Appendix “A” Fees for Members of this by-aw
Membership in this class may be terminated by the Board of Directors if, at any time subsequent to becoming an apprentice member, the qualifications of the member are modified to a degree as would cause the member to be eligible as an active member.
2.04 Corporate Membership
Any firm or corporation supporting the objective of the Association, and which is actively involved in the aviation industry may apply for membership as a corporate member.
Representative of a corporate member shall have the right to attend and speak at all membership meetings, but no corporate member shall be entitled to vote or hold office in the Association.
Such member shall be entitled to advertise such membership in the Association.
Any firm or corporation desiring to become a Corporate Member shall make application in writing in the form prescribed by the Directors. The Directors may approve any such firm or corporation as a Corporate Member by the majority vote of those present at a Directors’ meeting regularly called, provided that at least five days notice of the name of such firm or corporation has been given to each Director.
Such member shall pay a fee as established under Appendix “A” – Fees for Members of this by-law.
2.05 Honorary Membership
The Directors may approve any person as an Honorary Member by unanimous vote of those present at a Directors’ meeting regularly called, provided that at least five days notice of the name of the person to be elected has been given to each Director.
An Honorary Member shall not be entitled to vote or to hold office in the Association.
Such member shall have such other rights and privileges of membership as shall be designated by the Directors for this classification of membership.
Such member shall not be required to pay any membership dues.Such honorary membership may be granted for a definite period or for life, at the discretion of the Directors
Section 3 – Members Generally
All members shall be deemed to have received and read the by-laws of the Association in force from time to time and to have accepted and agreed to abide thereby.
Any willful misstatement, misrepresentation, misleading information or the withholding of information relating to qualification of a person, firm or corporation which affects their entitlement to become a member shall be cause for rejection of the application or expulsion from the Association.
All members agree to be bound by the rules and regulations in force from time to time as prescribed by the Directors or as passed by a committee pursuant to this by-Iaw and approved by the Directors.
It is agreed by all members that this clause may be pleaded in any action, suit hearing or otherwise.
ARTICLE III – PRIVILEGES AND OBLIGATIONS OF MEMBERS
Section 1 – Voting Rights
Active members shall be entitled to notice of all membership meetings and to attend and vote thereat, whether in person or by proxy.
Proxies: At every meeting at which an active member is entitled to vote, every such member and/or proxy present in person shall have one vote on a show of hands. Upon a poll at which such member is entitled to vote, every such member present in person or by proxy shall have one vote.
An instrument appointing a proxy shall be in writing under the hand of the appointee or his attorney authorized in writing, and such proxy ceases to be valid after the expiration of one year from the date thereof.
An instrument appointing a proxy may be in the following form of such form as designated by the Board of Directors horn time to time:
An instrument appointing a proxy may be in the following form of such form as designated by the Board of Directors horn time to time:
“The undersigned hereby appoints or failing him, as the proxy of the undersigned to attend and act at the membership meeting of the said Board to be held on the day of, -and at any adjournment or adjournments thereof in the same manner, and to the same extent and with the same power as if the undersigned were present at the said meeting or such adjournments thereof.
DATED the _______ day of _____ 20___.
Signature of Active member _________________________
The Directors may from time to time make regulations regarding the lodging of instruments appointing a proxy at some place or places other than the place at which a meeting or adjourned meeting of members is to be held.
Associate members and apprentice members shall be entitled to notice of membership meetings and shall have the right to attend such meetings, but they shall not be entitled to vote thereat.
Corporate members and honorary members shall not be entitled to notice of any membership meeting.
Section 2 – Change of Conditions
2.01 Each active member shall forthwith notify the Secretary of the Association in writing of any suspension or termination of his Aircraft Maintenance Engineer license by the Minister of Transport.
2.02 Each associate member shall forthwith notify the Secretary of the Association in writing of his ceasing to be affiliated with the aviation industry.
2.03 Each apprentice member shall forthwith notify the Secretary of the Association in writing of his successful completion of his apprenticeship, or of his termination of enrollment in an Aircraft Maintenance Engineers course, or his termination as an apprentice Aircraft Maintenance Engineer.2.04 Each corporate member shall forthwith notify the Secretary of the Association in writing of its ceasing to be affiliated with the aviation industry or of its ceasing to be an active corporation.
2.05 In the event of any such change referred to in paragraph 2.01 (02), (03), (04) the membership of any such Active member, Associate Member, Apprentice Member, or Corporate Member, may, subject to the complete discretion of the Directors, forth with be terminated as such member. Provided, however, that nothing contained herein shall prohibit any subsequent application for appropriate membership in the Association by any such individual.
Section 3-Furtherance of Objects of Board
3.01 All members of the Association should use their best efforts to, and shall aid in the enforcement of the by-laws of the Association and shall advance the aims and objects thereof.
Section 4-Termination of Membership
4.01 Membership in the Association is not transferable and lapses and ceases to exist upon the death of any individual member.
4.02 Corporate membership is not transferable and lapses and ceases to exist upon the dissolution, winding up, or bankruptcy of any firm or corporation.
4.03 Any member may resign by notice in writing to the Secretary of the Association, which resignation shall be effective upon receipt thereof or otherwise in accordance with the by-laws of the Association.
4.04 In the event of the lapse or cessation of membership of any member, all membership cards or other certificates relating thereto shall forthwith be surrendered to the Secretary of the Association. Any member resigning his or its membership subsequent to the 31st day of December, shall be liable for the annual fee applicable to such class of membership for the current year or such portion thereof as may be determined by the Directors.
4.05 The Board of Directors on their own motion, or upon complaint in writing of another member may suspend indefinitely any member who, in the opinion of the Board, has willfully broken any of the rules of the Association, or has done or said anything detrimental to the objectives of the Association, or has for reason of nonpayment of dues, allowed himself to become a member not in good standing. Notice of such suspension shall be mailed by the Secretary to the address of each suspended member, as it appears in the books of the Association, only after the member in question has been afforded the opportunity of appearing before the Board for the purpose of defending himself. The Board may revoke the suspension. While suspended, the Member shall have no privileges of the Association.
4.06 A suspended Member shall have the right to appeal to a General Meeting of Members. Such a General Meeting shall be called to consider the appeal, provided that the suspended Member gives notice in writing by registered letter to the Secretary within thirty (30) days after the mailing of notification of his suspension, of his desire to appeal, and notice of such meeting shall be mailed to the suspended member. If the suspension is sustained by a majority at the General Meeting, or if the suspended member fails to appear, he shall be deemed to be expelled, shall cease to be a member and shall forfeit all privileges of the Association as well as his entrance fee and the balance of his annual fee.
Section 5-Reapplication for Membership
5.01 Any person, firm or corporation whose membership has ceased or has otherwise been terminated for any reason whatsoever shall be entitled to reapply for membership in the Association in accordance with the provisions of the by-laws of the Association, but this provision shall not be applicable where the membership of the member has been terminated by the Board or any committee thereof and the member has been prohibited from reapplying for a period set out in the decision of the Board or the committee that terminated such member’s membership.
ARTICLE IV – FEES
Section 1-Annual Fees
1.01 The annual fees for the respective classes of membership in the Association shall be those in force and as adopted by the Directors from time to time at a meeting of the Directors duly called in accordance with the by-laws.
1.02 Annual Fees shall be for the fiscal year April 1to March 31, and shall be payable on or before the 30th day of April in each year.
1.03 Members admitted to membership in the association prior to the 30th day of September in any year shall pay the full amount of the annual fee for the classification of membership involved. Members admitted to membership on and after the 1st day of September in any year shall pay 50% of the annual fee provided for that class of membership.
1.04 The Secretary shall not the members of the annual fee payable by each member, and if any fee or other amounts payable to the Association are not paid within 30 days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Association, but any such members may, on payment of all unpaid fees or other amounts payable to the Association, be reinstated as members by the Directors.
ARTICLE V – MEETINGS OF MEMBERS
Section 1 – Annual Meeting
1.01 Subject to compliance with the Canada Corporations Act, the annual meeting of the members of the Association shall be held at such time and place within the Central Region as the Directors may by resolution determine.
1.02 At such annual meeting, there shall be presented a report of the Directors on the affairs of the Association for the previous year, a financial statement of the Association and the accountant’s report thereon and such other information or reports relating to the Association’s affairs as the Directors may determine.
Section 2 – Election Meeting
2.01 Each year a meeting shall be held at such time and place as the Directors may by resolution determine for the purpose of electing the officers for the forthcoming Year.
2.02 The persons so elected shall not take office until the adjournment of the annual meeting following the election meeting at which they were elected. Upon the adjournment of that annual meeting, they shall automatically take office and shall hold office until the adjournment of the next following annual meeting or until their successors are duly elected or appointed.
2.03 Prior to the election meeting, the Directors shall establish a nomination committee in accordance with this by-law.
2.04 Additional nominations for any of the offices may be made at the election meeting if a written nomination for the person so nominated has been filed with the Secretary by two active members, together with the written consent of the person so nominated at any time prior to the election meeting.
Section 3 – Special General Meeting
3.01 Other meetings of the members to be known as Special General Meetings, may be convened by order of a majority of the Board of Directors or upon the written request of not less than ten Active Members, which meeting may be held at any date and time and any place within the Central Region as may be decided upon by a majority of the Board of Directors.
Section 4 – Notice
4.01 Notice stating the date, hour and place of meeting and the general nature of the business to be transacted shall be given to-each member if the Association at least twenty days before the date of each annual meeting. Notice shall be given by mailing by prepaid, ordinary post at least thirty days prior to the day of the annual meeting, which notice shall be mailed to each member at the last known address of that member, as is known to the Secretary.
4.02 Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any member or by the auditor of the Association.
4.03 Any notice sent to the address of the member as it appears on the records of the Association shall be deemed to have been duly and validly given in accordance with this section and the member shall be deemed to have received such notice on the second day after such notice was so mailed.
Section 5 – Omission of Notice
5.01 The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members or by the auditor of the Association shall not invalidate any resolution passed or any proceedings taken at any meeting of the members.
Section 6 – Voting at Meetings
6.01 Every question submitted to any meeting of members shall be decided in the first instance by a show of hands and in the case of an equality of votes, the Chairman shall both on a show of hands and at a poll have a second and casting vote in addition to the vote to which he may be entitled as a member.
6.02 At any meeting, unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of that fact.
6.03 If at any meeting, a pol1 is demanded on the election of a Chairman, or on a question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of Directors, it shall be taken in such manner and either at once or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
Section 7 – Chairman
7.01 In the absence of the President, the First Vice-President, and the Second Vice-President, if any, the members present at a meeting of members may choose one of their numbers to be Chairman.
Section 8 – Quorum
8.01 The presence of four (4) active members in person or represented by proxy shall constitute a quorum in any meeting of members, and no business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such meeting.Section 9 – Accountant
9.01 At each annual meeting, the active members shall appoint an accountant to hold office until the next annual meeting and may authorize the Directors to determine the accountant’s remuneration. If an appointment is not so made, the accountant in office shall continue in office until a successor is appointed.Section 10 – Adjournment
10.01 The Chairman of any meeting may, with the consent of the meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members. Any business may be brought before and dealt with at any adjourned meeting which might have been brought before and dealt with at the original meeting in accordance with the notice calling the same.
ARTICLE VI:
DIRECTORS
Section 1 – Board of Directors
1.01 The affairs of the Association shall be managed by the Board of Directors.
1.02 The Board of Directors shall be composed as follows. Minimum of Five (5) and Maximum of Fifteen (15) active members of the Association in good standing.
1.03 At any meeting of the Board of Directors, a majority of the elected Directors shall constitute a quorum for the transaction of business at any meeting of the Directors.
1.04 The Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by the by-laws or any special resolution of the Association or by statute expressly directed or required to be done by the Association at a general meeting of the members.
Section 2 – Qualifications of Directors
2.01 Every Director shall be twenty-one (21) or more years of age and shall be an active member of the Association.
Section 3 – Vacancies on Board of Directors
3.01 The office of a Director of the Association shall be vacated:
(a) if he ceases to be an active member;
(b) if, by notice in writing to the Secretary of the Association, he resigns his office and such resignation, if not effective immediately, becomes effective in accordance with its terms;
(c) if he becomes bankrupt or a receiving order is made against him or her make an assignment under the Bankruptcy Act (Canada); If an order is made declaring him to be a mentally incompetent person or incapable of managing his own affairs.
(a) if he ceases to be an active member;
(b) if, by notice in writing to the Secretary of the Association, he resigns his office and such resignation, if not effective immediately, becomes effective in accordance with its terms;
(c) if he becomes bankrupt or a receiving order is made against him or her make an assignment under the Bankruptcy Act (Canada); If an order is made declaring him to be a mentally incompetent person or incapable of managing his own affairs.
Section 4 – Election of Directors and Term of Office
4.01 Each Director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. The whole Board shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified.
4.02 All Directors shall be elected by the members in a general meeting on a show of hand unless a poll is demanded, and if a poll is demanded, such election shall be by ballot. Retiring Directors shall remain in office until the adjournment of the annual election meeting at which they were duly elected or appointed.
4.03 From time to time in the event of any vacancy, however caused, occurring in the Board of Directors (except through an increase in the number of Directors), such vacancy may, as long as there is a quorum of Directors then in office, be filled by the Directors from among the qualified members of the Association if the Directors see fit to do so; otherwise, such vacancy shall be filled at the next annual election meeting of the members, and any Director appointed or elected to fill any such vacancy shall hold office for the unexpired term of the Director who ceased to be a director and who caused the vacancy.
Section 5 – Removal of Directors
5.01 The members of the Association may, by resolution passed by at least two-thirds of the votes cast at a special general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his term of office and may, by a majority of the votes cast at such meeting, elect any person in his stead for the remainder of his ten
Section 6 – Remuneration of Directors
6.01 The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.
Section 7 – Meetings of Directors
7.01 Meetings of the Board of Directors and of the Executive Committee of the Board of Directors (if any) may be held either at the head office of the Association or at any other place within the Central Region.
7.02 A meeting of Directors may be formally called on direction in writing of any two (2) Directors.
7.03 The Board of Directors shall meet not less than One (1) time in each year.
7.04 Notice of any meetings of Directors shall be delivered, telephoned or faxed to each Director no less than five days before the meeting is to take place, or shall be mailed to each Director not less than ten (l0) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and for such regular meeting no notice need be sent. A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Association. The Directors may consider or transact any business either special or general at any Directors’ meeting.
7.05 A meeting of the Board of Directors may be held at any time without formal notice if all of the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Director and such waiver may be validly given either before or after the meeting to which such waiver relates. All votes at such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.
7.06 A majority of the Directors appointed in any given year shall constitute a quorum for the transaction of business. Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman of the Meeting, in addition to his original vote, shall have a second or casting vote. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.
Section 8 – Banking
8.01 The Directors shall by resolution determine the bank or trust company in which the funds of the Association shall be deposited.
8.02 The signing officers of the Association shall be the Treasurer and any one of the following; “the President, the Vice-President and the Secretary”.
Section 9 – Bonding
9.01 The General Manager, if any, and the clerical staff, if any, shall give bonds in such amounts respectively as may be required by the Directors, and such other of the staff shall be bonded as the Directors may consider necessary. The cost of all such bonds shall be paid by the Association.
Section 10 – Indemnity to Directors and Others
10.01 Every Director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors, administrators and assigns shall from time to time and at all times be indemnified and saved harmless, out of the funds of the Association, from and against; such costs, charges, and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit, or proceeding which is brought, commenced, or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done, or permitted by him in or about the execution of the duties of his office, and all other costs, charges, and expenses which he sustains or incurs in or about or in relation to the affairs of the Association except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Section 11 – Protection of Directors and Officers
11.01 No Director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or default of any other Director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage, or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited, or any loss, conversion, misapplication, or misappropriation of or any damage resulting from any dealings with any money, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful or willful neglect or default or malfeasance.
11.02 The Directors for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Directors, If any Director or officer of the Association shall be employed by or shall perform service for the Association otherwise than as Director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Association, the fact of his being a director or officer of the Association, shall not disentitle such Director or officer of such firm or company, as the case may be, from receiving proper remuneration for such services.
Section 12 – Rules and Regulations
12.01 The Directors may prescribe rules and regulations not inconsistent with this by-law relating to the affairs of the Association. Such rules and regulations and any amendments to the existing rules and regulations and any amendments to the existing rules and regulations all have immediate force and effect that shall cease to be effective if not confirmed with or without variation by the Members, at the next annual meeting.
ARTICLE VII – OFFICERS OF THE ASSOCIATION
Section 1 – Officers
1.01. There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and a Treasurer, a Secretary Treasurer, and such other officers as the Board of Directors may determine by by-law from time to time.
1.02 One person may hold more than one office, except the offices of President and Vice-President.
1.03 The positions of President and Vice-President shall be elected by the members at the annual meeting of members. All other offices shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election, then the incumbents, being members of the Board shall hold office until their successors are elected.
1.04 All Officers, except the General Manager, if any, shall be active members of the Association.
Section 2 – President
2.01 The President, when present, shall preside at all meetings of the Association and of the Directors and shall have the general management and direction, subject to the authority of the Directors, of the Association’s business and affairs. Without limiting the generality of the foregoing, the President may, in his discretion, declare and fill vacancies on any committee; however, the Directors may refuse to confirm such appointment. The president, together with the Secretary or other officer appointed by the Directors shall sign all by-laws of the Association.
Section 3 – Vice-President
3.01 The Vice-President, or, if more than one, the Vice-President in order of seniority as determined by the Directors, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President, The Vice-President or, if more than one, the Vice-Presidents, may possess and may exercise such other powers and duties as may from time to time be assigned to him or them by the Directors.
Section 4 – Secretary
4.01 The secretary shall, when present, act as Secretary of all meetings of the directors and members and shall have charge of the minute books and the seal of the Association and the documents and registers referred to in the act. He shall give all notices required to be given to members and to Directors and he shall sign all membership certificates. He shall perform all duties incident to his office or that are property required of him by the Board of Directors
Section 5 – Treasurer
5.01 The Treasurer shall collect all Association fees and, subject to the provisions of any resolution of the Board of Directors shall have the care and custody of all funds and securities of the Association and shall deposit same in the name of the Association in such bank or trust company as the Board of Directors may direct. He shall keep or cause to be kept the books of account and accounting records required by the Act. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors. He shall prepare all accounts for payment upon approval thereof by the Board of Directors. He shall render quarterly statements to the Directors and he shall also render an annual statement to the Board in such detail as may be required by the Directors.
5.02 On March 31st, or so soon thereafter as is practicable, he shall have accounts and books of the Association for the fiscal year preceding audited by the auditors appointed by the Directors and at the first meeting of Directors subsequent to the annual meeting of the members, turn over all funds, books, papers and other property of the Association to his successor.
5.03 The Treasurer may be required to give such bonds for the faithful performance of his duties as the Board of Directors in their uncontrolled discretion may require, but no Director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Association to receive any indemnity thereby provided.
Section 6 – Appointment of Officers and Vacancies
6.01 The officers shall serve without remuneration, except that the General Manager, if any, shall be entitled to such remuneration as the Directors shall fix by resolution.
6.02 If the office of the President becomes vacant, the First Vice-President shall be appointed President of the Association by resolution of the Board of Directors. If the office of the President becomes vacant, the Directors shall by resolution appoint a member as Vice-President.
6.03 Any Director who is also an Officer shall vacate his office at the same time as he vacates his position as Director.
ARTICLE VIII – COMMITTEES
Section 1 – Committees
1.01 The following standing committees may be appointed by the Directors each year following the annual meeting, and the members of such committee shall serve for one(1) year or until their successors have been appointed; By-laws Committee
Education Committee
Membership Committee
Nomination Committee
Program Committee
National Advisory Committee
Technical Committee
Newsletter Committee
1.02 The Directors may, from time to time, constitute such other committees as they may deem necessary and shall prescribe their duties.
Section 2 – Meetings of Committees
2.01 The Directors may at or subsequent to the annual meeting of the Board, appoint one (1) or more active members of the Association to be members of any of the aforesaid committees and designate one of the members of each committee as a Chairman thereof. The President shall be an ex officio member of each such committee but shall not be included in the numbers referred to herein.
2.02 The Committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit, provided however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of such business.
2.03 Questions arising at any meeting of Committee shall be decided by a majority of the votes cast and in the case of an equality of votes, the Chairman shall have a second or casting vote.
Section 3 – Rules and Regulations
3.01 Any committee may pass rules and regulations in relation to its affairs which will become effective upon ratification by the Directors.
ARTICLE IX – EXECUTION OF DOCUMENTS AND BORROWING POWERS
Section 1 – Execution of Contracts
1.01 Contracts, documents or instruments in writing requiring the signature of the Association, may be signed by the President, or the Vice-President together with the Secretary or the Treasurer, and all contracts, documents or instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors is authorized from time to time by resolution to appoint any officer, or officers or any person, or persons on behalf of the Association either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
1.02 When required, the corporate seal of the Association may be affixed by the President or the Secretary to contracts, documents or instrument in writing signed as aforesaid by resolution of the Directors.
1.03 The term “contracts, documents, or instruments in writing” as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments or shares, bonds debentures or other securities and all paper writing.
1.04 In particular, without limiting the generality of the foregoing, the President or a Vice-President, together with the Secretary or the Treasurer are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights warrants or other securities owned by or registered in the name of the Association and to sign and execute ( under the corporate seal of the Association or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.
Section 2 – Respecting the Borrowing of Money, Etc.
2.01 The Directors may from time to time:(a) Borrow money upon the credit of the Association, in such amounts and upon such terms as may be deemed necessary.
(b) Issue the bonds, mortgages, debentures other securities of the Association for the lawful purposes of the Association for such amounts and upon such terms as may be deemed necessary, but no such bond, mortgage, debenture or other security shall be for a sum less than one hundred dollars ($100.00) each, and may pledge, or sell the same for such sums at such prices as may be deemed expedient or be necessary.
(c) Charge, hypothecate, mortgage or pledge all or any of the real or personal property, rights and assets of the Association to secure any such bonds, mortgages, debentures or other securities and any indebtedness of the Association or sum or sums borrowed for the purposes of the Association and any instrument or hypothecation, mortgage or pledge may contain such covenants, powers, provisos and agreements as the members may think expedient.
2.02 Nothing in this by-law contained shall limit or restrict the borrowing of money by the Association in bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Association.
2.03 Any amendments to this article must comply with the terms of Articles of Incorporation or Articles of Amendment, if any, of the Association.
ARTICLE X – CREST
The Directors may from time to time adopt any mark, symbol, device or crest, for the use by the Association or the Active Members thereof. Any Active Member may thereafter use any such mark, design, device, and symbol or crest on stationery or on adverting material, but no Member shall use any such mark, design, device, symbol or crest on any legal or other forms without the consent of the Directors, by resolution. No corporate member shall use any such mark, design, device, symbol, or crest unless and until the Directors have given their express prior written approval of such use.
ARTICLE XI – MEETINGS – ORDER OF PROCEDURE
Unless otherwise provided for in this by-law, the order of procedure at meetings of this Association shall be according to the latest edition of “Roberts Rules of Order” by General Henry M. Roberts.
ARTICLE XII – MEMBERSHIP IN AFFILIATED ASSOCIATIONS
The Association shall be a member of any association having similar objects and by-laws to this Association.
ARTICLE XIII – VOTING SHARES AND SECURITIES IN OTHER COMPANIES
All of the shares or other securities carrying voting rights of any other company or corporation held from time to time by the Association may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities (as the case may be) of such other company or corporation and in such manner and by such person or persons as the Directors shall from time to time determine.
The duly authorized signing officers of the Association may also from time to time execute and deliver for and on behalf of the Association, proxies and or arrange for the issuance of voting certificates and or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the Board of Directors.
ARTICLE XIV – FISCAL PERIOD OF THE ASSOCIATION
The first fiscal period of the Association shall terminate on the 31st day of March, 1996, and thereafter the fiscal year of the Association shall terminate on the 31st day of March, in each and every year or on such other date as the Directors may from time to time by resolution determine.
ARTICLE XV – AMENDMENT OF BY-LAWS
The by-laws of the Association may be repealed or amended by by-law enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two thirds of the members at a meeting duly called for the purpose of considering the said by-law, provided that the enactment, repeal or amendment of such by-Law shall not be enforced or acted upon until the approval of the minister of Consumer and Corporate Affairs has been obtained.