- The seal, an impression whereof is stamped in the margin hereof,
shall be the seal of the corporation.
after incorporation.
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- Until changed in accordance with the Act, the Head Office of the corporation shall be in the
City of Edmonton, in the Province of Alberta.
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- Membership in the corporation shall be limited to persons interested in furthering the objects of the
corporation and shall consist of anyone whose application for admission as a member has received the
approval of the board of directors of the corporation.
- There shall be no membership fees or dues unless otherwise directed by the board of
directors.
- Any member may withdraw from the corporation by delivering to the corporation a written resignation
and lodging a copy of the same with the secretary of the corporation.
- Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual
meeting.
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- The annual or
any other general meeting of the members shall be held at the head
office of the corporation or at any place in Canada as the board of
directors may determine and on such day as the said directors shall
appoint. The members may resolve that a particular meeting of members
be held outside of Canada.
- At every annual meeting,
in addition to any other business that may be transacted, the report of
the directors, the financial statement and the report of the auditors
shall be presented and auditors appointed for the ensuing year. The
members may consider and transact any business either special or
general at any meeting of the members. The board of directors or the
president or vice-president shall have power to call, at any time, a
general meeting of the members of the corporation. The board of
directors shall call a special general meeting of members on written
requisition of members carrying not less than 5% of the voting rights.
2 members present in person at a meeting will constitute a quorum.
- Fourteen
(14) days' written notice shall be given to each voting member of any
annual or special general meeting of members. Notice of any meeting
where special business will be transacted shall contain sufficient
information to permit the member to form a reasoned judgement on the
decision to be taken. Notice of each meeting of members must remind the
member if he has the right to vote by proxy.
Each voting member present at a meeting shall
have the right to exercise one vote. A member may, by means of a
written proxy, appoint a proxyholder to attend and act at a specific
meeting of members, in the manner and to the extent authorized by the
proxy. A proxyholder must be a member of the corporation.
- A majority of the votes cast by the members present and carrying voting rights shall determine the
questions in meetings except where the vote or consent of a greater number of members is required by
the Act or these By-laws.
- No
error or omission in giving notice of any annual or general meeting or
any adjourned meeting, whether annual or general, of the members of the
corporation shall invalidate such meeting or make void any proceedings
taken thereat and any member may at any time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings
taken or had thereat. For purpose of sending notice to any member,
director or officer for any meeting or otherwise, the address of the
member, director or officer shall be his last address recorded on the
books of the corporation.
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- The property and
business of the corporation shall be managed by a board of directors,
comprised of a minimum of three directors. The number of directors
shall be determined from time to time 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 (2/3) of the members at a meeting duly
called for the purpose of determining the number of directors to be
elected to the board of directors. Directors must be individuals, 18
years of age, with power under law to contract. Directors need not be
members.
- The
applicants for incorporation shall become the first directors of the
corporation whose term of office on the board of directors shall
continue until their successors are elected.
At the first meeting of members, the board of directors then elected shall
replace the provisional directors named in the Letters Patent of the corporation.
- Directors shall be elected for a term of 2 year(s) by the members at an annual meeting of members.
- The office of director shall be automatically vacated:
- if
at a special general meeting of members, a resolution is passed by
75 percent of the members present at the meeting that he be removed from
office;
- if a director has resigned his office by delivering a written resignation to the secretary of the
corporation;
- if he is found by a court to be of unsound mind;
- if he becomes bankrupt or suspends payment or compounds with his creditors;
- on death;
provided that if any vacancy shall occur for any reason in this
paragraph contained, the board of directors by majority vote, may, by
appointment, fill the vacancy with a member of the corporation.
- The
directors shall serve as such 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. Nothing herein contained shall
be construed to preclude any director from serving the corporation as
an officer or in any other capacity and receiving compensation therefor.
- A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his
retirement is accepted and his successor is elected.
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- The directors
of the corporation may administer the affairs of the corporation in all
things and make or cause to be made for the corporation, in its name,
any kind of contract which the corporation may lawfully enter into and,
save as hereinafter provided, generally, may exercise all such other
powers and do all such other acts and things as the corporation is by
its charter or otherwise authorized to exercise and do.
- The
directors shall have power to authorize expenditures on behalf of the
corporation from time to time and may delegate by resolution to an
officer or officers of the corporation the right to employ and pay
salaries to employees. The directors shall have the power to enter into
a trust arrangement with a trust company for the purpose of creating a
trust fund in which the capital and interest may be made available for
the benefit of promoting the interest of the corporation in accordance
with such terms as the board of directors may prescribe.
- The board of directors shall
take such steps as they may deem requisite to enable the corporation to
acquire, accept, solicit or receive legacies, gifts, grants,
settlements, bequests, endowments and donations of any kind whatsoever
for the purpose of furthering the objects of the corporation.
- The board of directors may appoint such
agents and engage such employees as it shall deem necessary from time
to time and such persons shall have such authority and shall perform
such duties as shall be prescribed by the board of directors at the
time of such appointment.
- Remuneration for all
officers, agents and employees and committee members shall be fixed by
the board of directors by resolution. Such resolution shall have force
and effect only until the next meeting of members when such resolution
shall be confirmed by resolution of the members, or in the absence of
such confirmation by the members, then the remuneration to such
officers, agents or employees and committee members shall cease to be
payable from the date of such meeting of members.
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- Meetings of
the board of directors may be held at any time and place to be
determined by the directors provided that 48 hours written notice of
such meeting shall be given, other than by mail, to each director.
Notice by mail shall be sent at least 14 days prior to the meeting.
There shall be at least one (1) meeting per year of the board of
directors. No error or omission in giving notice of any meeting of the
board of directors or any adjourned meeting of the board of directors
of the corporation shall invalidate such meeting or make void any
proceedings taken thereat and any director may at any time waive notice
of any such meeting and may ratify, approve and confirm any or all
proceedings taken or had thereat. Each director is authorized to
exercise one (1) vote.
- A majority of directors in office, from time to time, but no less than two directors, shall constitute a
quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum
is present shall be competent to exercise all or any of the authorities, powers and discretions by or under
the by-laws of the corporation.
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- Every
director of the corporation and their heirs, executors and
administrators, and estate and effects, respectively, shall from time
to time and at all times, be indemnified and saved harmless out of the
funds of the corporation, from and against;
- all
costs, charges and expenses which such director sustains or incurs in
or about any action, suit or proceedings which is brought, commenced or
prosecuted against him, or in respect of any act, deed, matter of thing
whatsoever, made, done or permitted by him, in or about the execution
of the duties of his office or in respect of any such liability;
- all
other costs, charges and expenses which he sustains or incurs in or
about or in relation to the affairs thereof, except such costs, charges
or expenses as are occasioned by his own wilful neglect or default.
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- The officers of the
corporation shall be a president, vice-president, secretary and
treasurer and any such other officers as the board of directors may by
by-law determine. Any two offices may be held by the same person.
Officers need not be directors, nor members.
- The president shall be elected at an annual meeting of members. Officers other than president of the
corporation shall be appointed by resolution of the board of directors at the first meeting of the board of
directors following an annual meeting of members.
- The
officers of the corporation shall hold office for 2 years from
the date of appointment or election or until their successors are
elected or appointed in their stead. Officers shall be subject to
removal by resolution of the board of directors at any time.
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- The president
shall be the chief executive officer of the corporation. He shall
preside at all meetings of the corporation and of the board of
directors. He shall have the general and active management of the
affairs of the corporation. He shall see that all orders and
resolutions of the board of directors are carried into effect.
- The
vice-president shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall
perform such other duties as shall from time to time be imposed upon
him by the board of directors.
- The treasurer shall
have the custody of the funds and securities of the corporation and
shall keep full and accurate accounts of all assets, liabilities,
receipts and disbursements of the corporation in the books belonging to
the corporation and shall deposit all monies, securities and other
valuable effects in the name and to the credit of the corporation in
such chartered bank of trust company, or, in the case of securities, in
such registered dealer in securities as may be designated by the board
of directors from time to time. He shall disburse the funds of the
corporation as may be directed by proper authority taking proper
vouchers for such disbursements, and shall render to the president and
directors at the regular meeting of the board of directors, or whenever
they may require it, an accounting of all the transactions and a
statement of the financial position, of the corporation. He shall also
perform such other duties as may from time to time be directed by the
board of directors.
- The
secretary may be empowered by the board of directors, upon resolution
of the board of directors, to carry out his affairs of the corporation
generally under the supervision of the officers thereof and shall
attend all meetings and act as clerk thereof and record all votes and
minutes of all proceedings in the books to be kept for that purpose. He
shall give or cause to be given notice of all meetings of the members
and of the board of directors, and shall perform such other duties as
may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall be custodian of the seal of the
corporation, which he shall deliver only when authorized by a
resolution of the board of directors to do so and to such person or
persons as may be named in the resolution.
- The duties of all
other officers of the corporation shall be such as the terms of their
engagement call for or the board of directors requires of them.
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- The board of
directors may appoint committees whose members will hold their offices
at the will of the board of directors. The directors shall determine
the duties of such committees and may fix by resolution, any
remuneration to be paid.
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- Contracts,
documents or any instruments in writing requiring the signature of the
corporation, shall be signed by any two officers and all contracts,
documents and instruments in writing so signed shall be binding upon
the corporation without any further authorization or formality. The
directors shall have power from time to time by resolution to appoint
an officer or officers on behalf of the corporation to sign specific
contracts, documents and instruments in writing. The directors may give
the corporation's power of attorney to any registered dealer in
securities for the purposes of the transferring of and dealing with any
stocks, bonds, and other securities of the corporation. The seal of the
corporation when required may be affixed to contracts, documents and
instruments in writing signed as aforesaid or by any officer or
officers appointed by resolution of the board of directors.
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- The minutes of the board of directors shall not be available to
the general membership of the corporation but shall be available to
the board of directors, each of whom shall receive a copy of such
minutes.
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- Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be Dec 31.
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- The by-laws
of the corporation not embodied in the letters patent may be repealed
or amended by by-law, or a new by-law relating to the requirements of
subsection 155(2) of the Canada Corporations Act, may be
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
(2/3) of the members at a meeting duly called for the purpose of
considering the said by-law, provided that the repeal or amendment of
such by-laws shall not be enforced or acted upon until the approval of
the Minister of Industry has been obtained.
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- The members shall, at
each annual meeting, appoint an auditor to review the accounts and
annual financial statements of the corporation for report to the
members at the next annual meeting. The auditor shall hold office until
the next annual meeting provided that the directors may fill any casual
vacancy in the office of the auditor. The remuneration of the auditor
shall be fixed by the board of directors.
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- The directors
shall see that all necessary books and records of the corporation
required by the by-laws of the corporation or by any applicable statute
or law are regularly and properly kept.
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- The board of
directors may prescribe such rules and regulations not inconsistent
with these by-laws relating to the management and operation of the
corporation as they deem expedient, provided that such rules and
regulations shall have force and effect only until the next annual
meeting of the members of the corporation when they shall be confirmed,
and failing such confirmation at such annual meeting of members, shall
at and from that time cease to have any force and effect.
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- In these
by-laws and in all other by-laws of the corporation hereafter passed
unless the context otherwise requires, words importing the singular
number or the masculine gender shall include the plural number or the
feminine gender, as the case may be, and vice versa, and references to
persons shall include firms and corporations.
