By-laws relating generally to the business and affairs of the Calgary UNIX Users' Group (hereinafter called the "Association").
Adopted October 26, 1999
All terms contained in the By-laws which are defined in the Act shall have the meanings assigned by the Act.
In this By-law and all other By-laws of the Association
unless the context otherwise requires:
(a) "Act" means the Societies Act, R.S.A. 1980 c. S-18 and the regulations made
thereunder as amended from time to time and in the case of such amendment
any reference in the By-laws shall be read as referring to the amended
provision;
(b) "Association" means Calgary UNIX Users' Group Association (CUUG);
(c) "Board" means the Directors of the Association from time to time;
(d) "By-laws" means the by-laws of the Association from time to time in force
and effect;
(e) "Secretary" means the Secretary or any Assistant Secretary of the
Association appointed by the Board pursuant to section
14.07 and 14.09;
(f) "UNIX" is a trademark of its registered owner.
Unless the context otherwise requires words implying the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be and vice versa.
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.
The Association shall at all times have a registered
office within Calgary. Subject to the Act, the Board may at any time:
(a) change the address of the registered office within Calgary;
(b) designate, or revoke or change a designation of, a records office within
Calgary; or
(c) designate, or revoke or change a designation of, a post office box within
Calgary as the address for service by mail of the Association.
The Association will promote and increase the knowledge and
understanding of the UNIX to it's members and associates by:
(a) Collaborating with Universities, Colleges, Technical Institutions, and
any other special interest groups (eg. Uniform Canada).
(b) Publishing and distributing technical and other information such as
public domain software.
(c) Exchange information between members and other similar associations with
emphasis on the use of electronic media such as mail or uucp.
(d) Coordinating presentations on matters of interest to the Association and
it's members.
(e) Developing an understanding of and promoting UNIX in the community.
(f) Establishing technical competency through the development of a regular
meeting program, sponsoring meetings, conferences, special technical
sessions, and supporting special interest groups.
(a) Full Membership: Full members are entitled to all privileges provided by
the Association including the right to attend meetings, vote and hold
office.
(b) Student Membership: Student members must be registered as a full time
student in a recognized educational institution. Student members are
entitled to all privileges provided by the Association including the
right to attend meetings, but not to vote or to hold a Board position,
nor to have the use of the Computer Resource Center (CRC) either
directly, or indirectly.
(c) Group Membership: Public and private organizations, institutions, and
associations are eligible for group memberships subject to the
following:
The membership of the Association shall be the subscribers to the By-laws and such other persons as are admitted to the Association.
All applications for membership in the Association may be subject to approval by the Board.
No person shall be a member of the Association unless he has attained the age of majority in Alberta.
The dues or fees will be reviewed annually by the Board of Directors and any changes will be presented to and voted upon by the membership not later than the second last General Meeting of every fiscal year.
The dues or fees are payable upon acceptance to the Association that will be fixed by majority vote of the Board, which vote shall become effective only when confirmed by a vote of the members at an annual or special general meeting.
The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 60 days of the date of such notice thereof, the members in default shall thereupon automatically cease to be members of the Association.
Upon the failure of any member to pay any annual membership fee, any subscription, or indebtedness due to the association, the Board may cause the name of such member to be removed from the register of members, but such member may be readmitted to membership by the Board upon such evidence as they may consider satisfactory.
A member may withdraw from the Association by tendering his resignation in writing to the Secretary or may be expelled from the Association by a resolution of the members passed at a general meeting called for that purpose.
Membership in the Association shall not be transferable between individuals
The membership term coincides with the Association's fiscal year.
Subject to section 21 of the Act, the annual meeting of members of the Association shall be held at the registered office of the Association or at a place elsewhere within Calgary determined by the Board on such day in each year and at such time as the Board may determine. The Association shall present to that meeting an annual report including a financial statement setting out the income, disbursements, assets and liabilities for the last fiscal period of the Association.
The Board may at any time call a special meeting of members of the Association to be held on such day and at such time and, at such place within Calgary as the directors may determine.
Members of the Association representing not less than ten percent (10%) of the members of the Association or a majority (50%+1) of the Board may requisition a meeting of members of the Association for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the Association. Upon receipt of the requisition, the Board shall call a meeting of members of the Association to transact the business stated in the requisition. If the directors do not within twenty-one days after receiving the requisition call a meeting, any member who signed the requisition may call the meeting.
A notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit a member of the Association to form a reasoned judgment on that business and (ii) the text of any special resolution to be submitted to the meeting, shall be made available to each member and specified corporate members entitled to vote at the meeting, who on the record date for notice is registered on the records of the Association as a member in good standing; and delivered to each director of the Association not less than 7 days and not more than 30 days (exclusive of the day of mailing and of the day for which notice is given) before the date of every meeting of the members of the Association; provided that a meeting of members of the Association may be held for any purpose on any day and at any time and, at any place without notice if all the members and all other persons entitled to attend such meeting are present in person or represented by proxy at the meeting (except where a member or other person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the members and all other persons entitled to attend such meeting and not present in person nor represented by proxy thereat waive notice of the meeting.
A director of the Association is entitled to receive notice of and to attend and be heard at every meeting of members of the Association.
The treasurer of the Association is entitled to receive notice of every meeting of members of the Association and to attend and be heard at every meeting on matters relating to his duties as chair of the audit committee.
Notice of any meeting of members of the Association or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any member, any director of the Association in writing or by telegram, cable or telex addressed to the Association or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a member or any other person entitled to attend at a meeting of members of the Association is a waiver of notice of the meeting, except when he attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
The omission to give notice of any meeting of members of the Association to any person entitled to receive such notice shall be grounds for invalidating any resolution passed or any proceeding taken at any such meeting, except in the case of waiver of notice as described in section 5.05 WAIVER OF NOTICE.
The directors may fix in advance a date as the record date for the determination of members entitled to receive notice of a meeting of members, but such record date shall not precede by more than 30 days or by less than 7 days the date on which the meeting is to be held.
If no record date is fixed, the record date for the
determination of members entitled to receive notice of a meeting of
members shall be:
(i) at the close of business on the last business day preceding the
day on which the notice is sent; or
(ii) if no notice is sent, the day on which the meeting is held.
In the absence of the Chairman of the Board (if any), the President and any Vice-President who is a director, the members present entitled to vote shall elect another director as chairman of the meeting and if no director is present or if all the directors present decline to take the chair then the members present shall elect one of their number to be chairman.
Votes at meetings of members shall be given personally or by proxy. Every question submitted to any meeting of members shall be decided on a show of hands except when a ballot is required by the chairman of the meeting or is demanded by a member entitled to vote at the meeting. A member may demand a ballot either before or on the declaration of the result of any vote by show of hands. At every meeting at which he is entitled to vote, every member present in person or by proxy shall have one (1) vote. In the case of an equality of votes the chairman of the meeting shall either on a show of hands or on a ballot, have a second or casting vote in addition to the vote to which he may be entitled as a member.
At any meeting, unless a ballot is demanded by a member entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration by the chairman of the meeting that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
If at any meeting a ballot is demanded on the election of a chairman or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment. If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.
Each member's right to vote is outlined in section 4.01 CLASSIFICATION.
The chairman of the meeting may with the consent of the meeting adjourn any meeting of members of the Association from time to time to a fixed time and place and if the meeting is adjourned by one or more adjournments for an aggregate of less than thirty (30) days it is not necessary to give notice of the adjourned meeting other than by announcement at the time of an adjournment. If a meeting of members is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given as for an original meeting.
Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The persons who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
A quorum for the transaction of business at any meeting of members shall consist of at least one third of the members in good standing or ten members whichever is the lesser. If a quorum is present at the opening of a meeting of members the members may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting.
If a quorum for a meeting of members of the Association is not present within thirty minutes of the time fixed for the meeting it shall stand adjourned to the same day in the next week at the same time and place and a quorum for the transaction of business at the adjourned meeting shall consist of at least one sixth of the members in good standing or 5 members whichever is the lesser.
A resolution in writing signed by a majority of the members entitled to vote on that resolution is as valid as if it had been passed at a meeting of the members of the Association.
The business and affairs of the Association shall be managed by the directors of the Association who 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 Act, the By-laws, any special resolution of the Association, or by statute expressly directed or required to be done in some other manner.
The number of directors shall be not less than five (5) persons and not more than twenty (20) persons and shall be determined from time to time within such limits by resolution of the board of directors.
A quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the minimum number of directors. If there is not a quorum of directors, or if there has been a failure to elect the minimum number of directors, the directors then in office shall forthwith call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member. If the members have adopted an amendment to the articles to increase the minimum number of directors, and have not, at the meeting at which they adopted the amendment, elected an additional number of directors authorized by the amendment, the directors then in office shall forthwith call a special meeting of members to fill the vacancy.
A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.
Every director and officer of the Association in
exercising his powers and discharging his duties shall:
(a) act honestly and in good faith with a view to the best interests
of the Association; and
(b) exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
A director shall at the time of his election and throughout his term of office be a member of the Association. A director shall cease to be a director at the time he ceases to be a member of the Association.
Directors will hold office for a term of one year. No director shall hold office for more than 5 consecutive terms. No director shall hold an executive office for more than 2 consecutive terms. Between consecutive terms, a director must take a leave of one complete term before he or she holds office again. A term shall be from the date of the first Board Meeting that follows the meeting at which he or she is elected until the first Board Meeting after the next elections or until his or her successor is elected or appointed. If Directors are not elected at a meeting of members, the incumbent Directors continue in office until their successors are elected.
Nominations and elections are subject to the following requirements:
(a) Elections for the Board of Directors shall be held at a General Meeting
prior to the fiscal year end.
(b) The Nominating Committee shall submit to the board of Directors the names
of enough candidates (and preferably more) for election to vacant
positions on the Board of Directors. These names must be accompanied by
the written consent of the nominee, and must be submitted not later than
six weeks prior to the Elections.
(c) The list of nominees for election in "B" above, together with an
invitation to submit names of additional nominees, shall be sent
to the voting membership or presented at a General Meeting not
later than four weeks prior to the Elections.
(d) Additional nominations, accompanied by written consent of nominees, and
supported in each case by signatures of two members, shall be lodged with
the Secretary no later than three weeks prior to the Elections.
(e) The Secretary shall send a list of nominees and their biographies
to each voting member at least two weeks prior to the Elections.
(f) Voting shall be by secret ballot or by a method unanimously accepted by
the assembly of members. Scrutineers shall be elected by the membership
and shall be individuals who are not nominated for a Board position. The
Scrutineers shall report the results, including all proxy votes, to the
Chairman.
(g) The Chairman shall announce the names of the successful candidates to the
members at the Elections.
(h) The Directors and Officers at the time of the elections shall hold their
position until the first Board Meeting, which must be held within 60 days
following the elections. The newly elected Directors shall take office
at this Board Meeting.
(i) If a meeting of members fails to elect the number or the minimum number
of Directors required by the By-laws by reason of the disqualification
or death of any candidate, the Directors elected at that meeting may
exercise all the powers of the Directors if the number of Directors so
elected constitutes a quorum.
A person who is elected or appointed a director is not a director unless he was present at the meeting when he was elected or appointed and did not refuse to act as a director or, if he was not present at the meeting when he was elected or appointed, he consented to act as a director in writing before his election or appointment or within 10 days after it or he has acted as a director pursuant to the election or appointment.
The members of the Association may by ordinary resolution at a special meeting called for that purpose remove any director from office before the expiration of his term of office and may, by a majority of votes cast at the meeting, elect any person in his stead for the remainder of his term.
An act of a director or officer is valid notwithstanding an irregularity in his election or appointment or a defect in his qualification.
Meetings of Directors and of any committee of Directors may be held at any place. A meeting of Directors may be convened by the Chairman of the Board (if any), the President or any director at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of Directors.
Notice of the time and place for the holding of any meeting of Directors or any committee of Directors shall be sent to each director not less than two (2) days (exclusive of the day on which the notice is sent but inclusive of the day for which notice is given) before the date of the meeting; provided that the meetings of Directors or of any committee of Directors may be held at any time without notice if all the Directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the absent Directors have waived notice. The notice of a meeting of Directors need not specify the purpose or the business to be transacted at the meeting.
For the first meeting of Directors to be held following the election of Directors at an annual or special meeting of the members or for a meeting of Directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or Directors in order for the meeting to be duly constituted, provided a quorum of the Directors is present.
Notice of any meeting of Directors or of any committee of Directors or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any director in writing or by telegram, cable or telex addressed to the Association or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at any meeting of Directors or of any committee of Directors is a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.
The omission to give notice of any meeting of Directors or of any committee of Directors to any person entitled to receive such notice shall be grounds for invalidating any resolution passed or any proceeding taken at any such meeting, except in the case of waiver of notice as described in section 7.03 WAIVER OF NOTICE.
Any meeting of Directors or of any committee of Directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place. Notice of an adjourned meeting of Directors or committee of Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at the original meeting in accordance with the notice calling the same.
A majority of the number of Directors constitutes a quorum at any meeting of Directors and, notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Directors. The Directors shall not transact business at a meeting of Directors unless a quorum is present. Questions arising at any meeting of Directors shall be decided by a majority of votes. In the 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 resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors.
The Directors may from time to time appoint from their
members a committee of Directors, any one or more of their members and
may delegate to such committee any of the powers of the Directors
except that no such committee shall have the authority to:
(a) submit to the members of the Association any question or matter requiring
the approval of the Association;
(b) fill a vacancy among the Directors or in the office of auditor; and
(c) approve any financial statements to be placed before the members of the
Association.
The Directors shall elect annually from among their number an audit committee to be composed of not fewer than three Directors, a majority of whom are not officers or employees of the Association.
Each member of the audit committee shall serve during the pleasure of the board of Directors and, in any event, only so long as he shall be a director. The Directors may fill vacancies in the audit committee by election from among their number.
The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the board of Directors from time to time and to the following paragraph.
The auditor of the Association is entitled to receive notice of every meeting of the audit committee and, at the expense of the Association, to attend and be heard thereat, and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Association or any member of the audit committee may call a meeting of the committee.
The audit committee shall review the financial statements of the Association prior to approval thereof by the board and shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board.
No person shall be entitled to any remuneration by reason of being a director of the Association provided that the Directors may, by resolution, award special remuneration to any director in undertaking any special services on the Association's behalf other than the routine work ordinarily required of a director of the Association. The confirmation of any such resolution by the members shall not be required. The Directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Association as approved by the Board of Directors.
The Directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the members or at any special meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by any other by-law) shall be as valid and as binding upon the Association and upon all the members as though it had been approved, ratified and/or confirmed by every member of the Association.
For the purpose of carrying out its objectives, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Association, and in no case without the sanction of a special resolution of the Association.
A director or officer of the Association who is a party to a material contract or proposed material contract with the Association, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Association shall disclose fully the nature and extent of his interest. No such director of the Association shall vote on any resolution to approve such contract. If a material contract is made between the Association and one or more of its Directors or officers, or between the Association and another person of which a director or officer of the Association is a director or officer or in which he has a material interest, (i) the contract is neither void nor voidable by reason only of that relationship, or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of Directors or committee of Directors that authorized the contract, and (ii) a director or officer or former director or officer of the Association to whom a profit accrues as a result of the making of the contract is not liable to account to the Association for that profit by reason only of holding office as a director or officer, if the director or officer disclosed his interest in accordance herewith and the contract was approved by the Directors or the members and it was reasonable and fair to the Association at the time it was approved.
No director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults 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 monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, 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 of trust or in relation thereto, unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith with a view to the best interests of the Association, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve him from liability under the Act. 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 services for the Association otherwise than as a director or officer or shall be a member of a firm or a member, director or officer of a body corporate which is employed by or performs services for the Association the fact of his being a member, director or officer of the Association or body corporate or member of the firm shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.
Except in respect of an action by or on behalf of the
Association or body corporate to procure a judgment in its favour, the
Association shall indemnify a director or officer of the Association,
a former director or officer of the Association or a person who acts
or acted at the Association's request as a director or officer of a
body corporate of which the Association is or was a member or
creditor, and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is
made a party by reason of being or having been a director or officer
of the Association or body corporate, if:
(a) he acted honestly and in good faith with a view to the best interests of
the Association; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Directors annually or as often as may be required may appoint from among themselves a Chairman of the Board and shall appoint a President and a Secretary and if deemed advisable may appoint one or more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or one or more Assistant Treasurers. Two or more offices of the Association may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer. The Directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the Directors. The Directors may from time to time and subject to the provisions of the Act, vary, add to or limit the duties and powers of any officer.
All officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Directors at any time, with cause.
An officer of the Association ceases to hold office when he dies, resigns or is removed from office. A resignation of an officer becomes effective at the time a written resignation is sent to the Association, or at the time specified in the resignation, whichever is later.
If the office of President, Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or any other office created by the Directors shall be or become vacant by reason of death, resignation or in any other manner whatsoever, the Directors shall, in the case of the President and Secretary, and may, in the case of any other officers, appoint an individual to fill such vacancy.
The Chairman of the Board (if any) shall, if present, preside as chairman at all meetings of the board and of members. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Directors.
The President shall be the chief executive officer of the Association (except as may otherwise be specified by the board of Directors) and shall, subject to the direction of the board of Directors, exercise general supervision and control over the business and affairs of the Association. In the absence of the Chairman of the Board (if any), and if the President is also a director of the Association, the President shall, when present, preside as chairman at all meetings of Directors and members. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Directors or as are incident to his office.
The Vice-President or, if more than one, the Vice- Presidents in order of seniority, 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, provided, however, that a Vice-President who is not a director shall not preside as chairman at any meeting of Directors or members. The Vice-President or, if more than one, the Vice-Presidents shall sign such contracts, documents or instruments in writing as require his or their signatures and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him or them by resolution of the Directors.
The Secretary shall give or cause to be given notices for all meetings of Directors, any committee of Directors and members when directed to do so and shall, subject to the provisions of the Act, maintain the records referred to in subsections hereof. The Secretary is entitled to receive notice of and permitted to attend all meetings of Directors, or committee of Directors or members, and will keep accurate minutes of any meetings he attends. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Directors or as are incident to his office.
Subject to the provisions of any resolution of the Directors, the Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same in the name of the Association in such bank or banks or with such other depositary or depositaries as the Directors may be resolution direct. He shall prepare and maintain adequate accounting records. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Directors or as are incident to his office. He may be required to give such bond for the faithful performance of his duties as the Directors in their uncontrolled discretion may require and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Association to receive any indemnity thereby provided.
The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall be vested with all the powers and shall perform all the duties of the Secretary and Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or Treasurer as the case may be. The Assistant Secretary or, if more than one, the Assistant Secretaries and the Assistant Treasurer or, if more than one, the Assistant Treasurers shall sign such contracts, documents or instruments in writing as require his or their signatures respectively and shall have such other powers and shall perform such other duties as may from time to time be assigned to him or them by resolution of the Directors.
In case of the absence or inability or refusal to act of any officer of the Association or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.
The fiscal year of the Association shall run from the first day of the month of July of any year to the thirtieth day of the month of June of the following year.
The fees will be set in accordance with section 4.05 FEES
The Board of Directors may use the funds of the Association in any way which will further the objectives of the Association, but not to remunerate members, Directors, or officers of the Association for personal services.
For the purpose of carrying out the objectives of the Association, the Board may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, mortgages, pledges, corporate sponsors, or charge upon the property of the Association, provided that any proposals to do so be sanctioned by an Extraordinary Resolution of the Association prior to their consummation.
The financial statements of the Association shall be audited by a recognized firm of Chartered Accountants who shall be appointed from time to time by the Board at such remuneration as may be fixed by the Board.
All books, accounts and records of the Association shall be audited at least once every year by the Audit Committee.
The books and records of the Association may be inspected by any member of the Association at the annual meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of the same. All of the members shall at all times have access to such books and records.
All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not officers of the Association, and in such manner as the Directors may from time to time designate by resolution.
Contracts, documents or instruments in writing requiring the signature of the Association must be signed by to offices of the Association and all contracts, documents or instruments in writing so signed shall be binding upon the Association. The Directors are authorized from time to time by resolution to appoint any officer or officers or any other 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.
The term "contracts, documents or instruments in writing" as used in this by-law 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 of securities and all paper writings.
In particular, without limiting the generality of the foregoing, the Board of Directors will appoint a representative that alone is authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Association and to sign and execute (under the 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 securities.
The signature or signatures of any officer or director of the Association and/or of any other officer or officers, person or persons appointed as aforesaid by resolution of the Directors may, if specifically authorized by resolution of the Directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Association executed or issued by or on behalf of the Association and all contracts, documents or instruments in writing or securities of the Association on which the signature or signatures of any of the foregoing officers, Directors or persons shall be so reproduced, by authorization by resolution of the Directors, shall be deemed to have been manually signed by such officers, Directors or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers, Directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or securities of the Association.
No amendment of or addition to the By-laws shall be made except by a special resolution of the members of the Association at a meeting of the members of the Association called for that purpose.
Upon the dissolution of the Association and after the payment of all debts and liabilities, the remaining property of the Association shall be distributed or disposed of to charitable organizations or to organizations the objects of which are beneficial to the community as decided by the existing members, in good standing, of the Association.
Any notice or document required by the Act or the by-laws
to be sent to any member or director of the Association may be
delivered:
(a) personally to the member or director;
(b) by mail to the member or director at his latest address as shown in the
records of the Association;
or
(c) by e-mail to the member or director at his CUUG e-mail account, provided
that notice is also provided in a public forum accessible by CUUG
members (including, but not required to include nor limited to, the
message of the day (/etc/motd), the cuug.announce newsgroup, and the
CUUG World Wide Web Home Page).
With respect to every notice or document sent by mail it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into a post office or into a post office letter box. With respect to every notice or document sent by e-mail it shall be sufficient to prove that electronic means to read the notice have been available for at least half of the time (not necessarily consecutive) required for notification.
If the Association sends a notice or document to a member and the notice or document is returned on three consecutive occasions because the member cannot be found, the Association is not required to send any further notices or documents to the member until he informs the Association in writing of his new address.
The signature of any director or officer of the Association to any notice must be written.
Where a given number of days' notice or notice extending over any period is required to be given under any provisions of the by-laws of the Association, the day the notice is sent shall, unless it is otherwise provided, be counted in such number of days or other period and such notice shall be deemed to have been sent on the day of personal delivery, mailing, or e-mailing.
A certificate of any officer of the Association in office at the time of the making of the certificate or of an agent of the Association as to facts in relation to the sending of any notice or document to any member, director, officer or auditor or publication of any notice or document shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Association, as the case may be.
An extraordinary resolution has these stipulations:
(a) Extraordinary Resolution means a resolution that must be passed by a
majority of not less than three-fourths of such members entitled to vote
who are present in person at a meeting during which such a resolution is
to be considered.
(b) Extraordinary Resolutions must be supported by at least five members in
good standing and submitted to the Board in the form of a document as
defined in section 21.01.
The Board shall authorize the Secretary to
submit the Resolution to the membership at least fourteen days prior to
a General Meeting in which the Resolution is to be considered.
The seal of the Association shall be such that the Board may from time to time adopt. The Secretary shall have custody of the seal.