Cacor bylaws post 2015 AGM

CACOR ByLaws amended AGM 2015

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CANADIAN ASSOCIATION FOR THE CLUB OF ROME

ASSOCIATION CANADIENNE POUR LE CLUB DE ROME

By-laws

Corporate Seal

1. The seal of the Corporation shall bear the name of the Corporation and be in such form as the directors may determine.

Membership

2. Membership in the Corporation shall be open to persons interested in furthering the objects of the Corporation and who are approved as members by the board of directors.

3. To become a member, a person must submit a membership application to the membership secretary in a form prescribed by the Board.

4. The board shall review all new applications and approve or reject new applicants for membership.

5. A person is considered a member when the application has been approved by the board and the specified membership fee has been paid.

Types of membership

6. Membership is divided into the following classes:

1. Individual Member: an individual whose application has been approved by the board.

2. Student Member: an individual registered as a full time student in an educational institution whose application has been approved by the board.

3. Honorary Member: an individual appointed by the board in recognition of support to the Corporation.

4. Emeritus Member: an individual who has been an active member of CACOR for over fifteen (15) years and who is appointed by the board in recognition of outstanding service to the Corporation.

7. Membership in the Corporation shall not include other corporations or organizations

Membership Fees

8. The board shall, from time to time, determine the membership fees for the various classes of membership.

9. To become effective, membership fees determined by the board must subsequently be approved by the members present at and entitled to vote at the general meeting.

10. All classes of members must pay annual membership fees, except Honorary Members and Emeritus Members

11. Individual Members and Student Members must pay their membership fees annually to remain in good standing.

Voting Rights

12. All classes of members in good standing shall enjoy full voting rights in the Corporation, except Honorary members

13. A voting member may name another voting member to vote as proxy when attendance is not possible at a General Meeting, as per Section 73.

Termination of Membership

14. Any member may withdraw from membership in the Corporation by providing to the Secretary a resignation in writing.

15. If a member does not pay the membership fee for a year, the member may be removed from the list of members in December of that year and no longer be considered a member.

16. The board may terminate the membership of a member who is in breach of the terms of membership.

17. A person whose membership was terminated by the board may appeal the termination by submitting a written appeal to the membership committee.

Personal Information

18. The board shall take all reasonable steps to protect the privacy of members, and to ensure the appropriate safeguarding of any personal information supplied to the Corporation by members.

Head Office

19. The head office of the Corporation shall be located in the City of Ottawa in the Province of Ontario at such address as the board may from time to time determine.

20. The Corporation may establish such other offices, chapters, affiliates and agencies elsewhere within Canada as the directors may from time to time determine.

Functions of the Board of Directors

21. A board of directors of not fewer than five members shall manage the property and business of the Corporation.

22. The directors may exercise all the powers of the Corporation that are not explicitly required to be exercised by the members at general meetings by the Canada Not-for-Profit Corporations Act or by these by-laws.

23. 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.

24. The directors may borrow upon the credit of the corporation when sanctioned by at least two-thirds of the votes cast at a general meeting of members.

25. The board of directors shall take such steps as they may deem requisite to enable the Corporation to receive donations and benefits for the purpose of furthering the objects objectives of the Corporation.

26. The board may at its discretion invite appropriate members or non-members to accept appointment as patrons of the corporation; such appointments will normally be for a term of up to 5 years, which may be renewed

Composition of the Board

27. The directors shall be elected from among the members in good standing at the Annual General Meeting in such numbers as this meeting may determine.

28. A director shall hold office for the term approved at the time of the director’s election or appointment.

29. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which a successor is elected.

Vacancies on the Board

30. The office of director shall be automatically vacated if

1. the director resigns from office by delivering a written resignation to the secretary;

2. the director ceases to be a member in good standing;

3. the director is found to be mentally incompetent under the law of a province;

4. the director is declared bankrupt or becomes financially insolvent;

5. the director is removed from office, by resolution passed by two-thirds of the members present at a special general meeting of members; or

6. the director dies.

31. If a vacancy on the board occurs, the remaining directors may by resolution fill the resulting vacancy by appointing a member in good standing, that person to be a director until the next annual meeting; not more than one-third of the total number of directors can be appointed.

Meeting of the Board

32. Meetings of the board of directors may be held at any time and place determined by the directors.

33. At least five days’ notice of each meeting shall be sent in writing or electronically to each director for the meeting to be valid.

34. No notice shall be necessary if all directors are present at a meeting or waive notice in writing.

35. Three directors shall constitute a quorum at any meeting of the board.

36. Procedures and guidelines for board operations shall follow the Handbook for Board Members, as modified and approved from time to time by the Board.

Remuneration

37. Directors shall not receive any remuneration for their service as directors.

38. Directors may, by resolution of the board, be reimbursed in whole or in part for the expense of their attendance at a meeting of the board or for their attendance at other events as a representative of CACOR.

Committees

39. In order to conduct the business of the organization efficiently, the board may establish committees, either standing (continuing) or ad-hoc (limited term).

40. The terms of reference of such committees, and any subsequent modifications to them, shall be approved by the board.

41. The chair of each committee shall be appointed by the board, and any changes in chairmanship shall be approved by the board.

42. The members of all committees must be members in good standing.

43. Non-members serving as advisors may assist committees.

44. Committees shall report annually to the board, and more frequently if requested.

45. Any expenditures and revenues of committees shall be included in the Corporation’s annual budget, and reported in the annual financial statements.

46. Decisions to terminate or disband committees shall be approved by the board.

Officers

47. The officers of the Corporation shall be

1. a Chair;

2. a Corporate Secretary;

3. a Treasurer; and

4. such other officers as the board may determine from time to time.

48. The same person may hold the offices of Corporate Secretary and Treasurer.

49. The board shall appoint all officers.

50. The board may appoint such agents and engage such employees as it shall deem necessary from time to time.

51. The terms of employment and remuneration of all agents and employees elected or appointed by the board shall be settled from time to time by the board.

52. Subject to the provisions of any written employment agreement, the board may remove at its pleasure any such officer, agent or employee.

Duties of Chair

53. The Chair shall be the chief executive officer of the Corporation and shall be in charge of the business of the Corporation.

54. The Chair must always be a director of the Corporation.

55. The Chair shall normally preside at all meetings of the Corporation and of the board.

Duties of Treasurer

56. The Treasurer shall have custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books and files belonging to the Corporation.

57. The Treasurer shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, and in such depositories as may be designated by the board of directors from time to time.

58. The Treasurer shall disburse the funds of the Corporation as may be ordered by the board, taking proper vouchers for such disbursements.

59. The Treasurer shall render to the directors at any regular meeting of the board, or whenever they may require it, an account of all transactions carried out as Treasurer, and of the financial position of the Corporation.

60. The Treasurer shall be responsible for the preparation of an annual budget, for subsequent approval by the board.

61. The Treasurer shall also perform such other duties as may, from time to time, be determined by the board.

62. The Treasurer shall return to the Corporation all books, papers, vouchers, money and other property of whatever kind belonging to the Corporation on vacating the office.

Duties of Secretary

63. The Secretary shall normally attend all meetings of the board and of the members.

64. The Secretary shall record all votes and minutes of all proceedings.

65. The Secretary 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 the Chair.

66. The Secretary shall be custodian of the seal of the Corporation, which shall be used only when authorized by resolution of the board.

Indemnity

67. An officer or director shall be indemnified and saved harmless out of the funds of the Corporation from all costs, charges and expenses incurred in execution of their functions, if the officer or director exercised the same degree of care, diligence and skill in performing their functions that a reasonably prudent person would have exercised in comparable circumstances.

Meetings of Members

68. The annual meeting of the members of the Corporation shall be held on such day in each year and at such location as determined by the board of directors.

69. At each annual meeting, the members shall

1. receive a report from the directors;

2. receive the financial statements of the Corporation for the year just completed;

3. appoint the auditors of the Corporation for the current year;

4. elect the board of directors; and

5. vote on matters that have been identified and required for the good functioning of the Corporation.

70. The members shall, at least 21 days prior to any annual or special general meeting of members, be given

1. written notice of the date, time and place of the meeting;

2. the agenda of the meeting; and

3. any related or required information or documents.

71. The information shall be sent electronically or through the mail to each member in good standing.

72. Ten members present in person at any annual or special general meeting of members shall constitute a quorum; if a quorum is present at the opening of a meeting, the members may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

73. Each voting member in good standing present at a meeting shall have the right to exercise one vote.

74. A member may appoint as proxy one other member to vote at any annual or special general meeting.

75. A proxy form shall be made available to any voting member who requests it.

76. At all meetings of members of the Corporation, every question shall be determined by a majority of votes, unless otherwise specifically provided by the Canada Not-for-Profit Corporations Act or by these by-laws.

77. The board may convene a special meeting of members whenever it considers it appropriate, and must convene such meeting upon receipt of a request in writing from five percent of the total number of voting members.

78. No business other than that for which the special meeting is convened may be conducted.

Financial Year

79. The financial year of the Corporation shall be the calendar year.

Auditors

80. The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation, to hold office until the next annual meeting, unless the members agree by unanimous vote not to appoint an auditor.

81. The board may fill any vacancy in the office of auditor that occurs before the next annual meeting.

82. The board of directors shall fix the remuneration of the auditor.

Signatures to and Certification of Documents

83. All contracts, documents, or other instruments in writing that purport to bind the Corporation, shall be signed by any two of the following persons without any further authorization or formality:

1. the Chair,

2. the Secretary;

3. the Treasurer; and

4. any director given signing authority by the board.

84. Any contract, document, cheque or instrument in writing so signed shall be binding upon the Corporation, without further formality.

85. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments of the Corporation.

86. Notwithstanding any other provision of these by-laws, a single officer or director referred to in section 83 is authorized to sign a cheque or similar instruments if

1. the liability of the Corporation is less than $1000; and

2. the expenditure falls within the budget approved by the Board.

Rules and Regulations

87. 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 consider advisable.

88. Such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they must be confirmed to continue in effect.

Enactment of By-laws

89. By-laws of the Corporation may be enacted, repealed or amended by a majority of the directors at a meeting of the board of directors.

90. By-laws, including any amendment or repeal, must be approved by at least two-thirds of the votes cast at a meeting of members duly called for the purpose of considering the by-law.

91. Any such by-law shall be submitted to Industry Canada or such other federal government office as may be required, within 12 months of the day on which the by-law is approved by the members.

Adopted Unanimously CACOR AGM May 27, 2105

Changes to By-laws 80 and 86, in italics