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BARRIE AMATEUR RADIO CLUB INCORPORATED (1984) * CONSTITUTION AND BY-LAWS * VE3GCB REV 1. 16 January 1984 BY-LAW NO. 1 A by-law relating
generally to the transaction of the affairs of Barrie Amateur Radio Club Inc. 1. HEAD
OFFICE The Head Office of
the Corporation shall be in the City of Barrie, in the Province of Ontario, and
at such place therein as the directors may from time to time determine. 2. SEAL The seal, an
impression of which is stamped in the margin thereof shall be the corporate
seal of the corporation.
1. Membership in the club shall be open to
any person interested in amateur radio who expresses a desire to join. 2. Acceptance of membership in the club
shall bind the member to the terms of the constitution and by-laws of the club. 3. Members shall be expected to contribute
freely of as much time, talent and material as he is able to do, to further the
advancement of the club. 4. Life memberships shall be available on
payment of the fee in effect the time of application.
5. REMOVAL
OF DIRECTORS The members of the
corporation may, by resolution passed by at least two-thirds of the votes cast
at a general meeting of which notice has been given specifying the intention to
pass such resolution, remove any director before the expiration of his term of
office, and may, by a majority of the votes cast at that meeting, elect any
person in his stead for the-remainder of his term. 6. VACANCIES,
BOARD OF DIRECTORS Vacancies on the
Board of Directors, however caused, may, so long as a quorum of directors
remain in office, be filled by the directors fit to do so, otherwise such
vacancy shall be filled at the next annual meeting of the members at which the
directors for the ensuing year are elected, but if there is not a quorum of
directors, the remaining directors shall forthwith call a meeting of the
members to fill the vacancy. If the number of directors is increased between
the terms, a vacancy or vacancies, to the number of the authorized increase,
shall thereby be deemed to have occurred, which may be filled in the manner
provided. 7. QUORUM
AND MEETINGS, BOARD OF DIRECTORS A majority of the
directors shall form a quorum for the transaction of business. Except as
otherwise required by law, the Board of Directors may hold its meetings at such
place or places as it may from time to time determine. No formal notice of any
such meeting shall be necessary if all the directors are present, or if those
absent have signified their consent to the meeting being held in their absence.
Directors' meetings may be formally called by the President or Vice-President
or by the Secretary on direction of the President or Vice-President, or by the
Secretary on direction in writing of two directors. Notice of such meetings
shall be delivered, telephoned or communicated to each director not less than
one day before the meeting is to take place or shall be mailed to each director
not less than two 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 of such regular meeting no notice
need be sent. A Directors' meeting may also be held, without notice,
immediately following the annual meeting of the Corporation. The directors may
consider or transact any business either special or general at any meeting of
the board. 8. ERRORS
IN NOTICE, BOARD OF DIRECTORS No error or
omission in giving such notice for a meeting of directors shall invalidate such
meeting or invalidate or make void any proceedings taken or had at such meeting
and any director may at any time waive notice of any such meeting and may ratify
and approve of any or all proceedings taken or had thereat. 9. VOTING,
BOARD OF DIRECTORS Questions arising
at any meeting of directors shall be decided by a majority of votes. In case of
an equality of votes, the Chairman shall have a casting vote but otherwise
shall not be entitled to vote. 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. 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 favour of or
against such resolution. In the absence of the President his duties may be
performed by the Vice-President or such other director as the board may from
time to time appoint for the purpose. 10. POWERS 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
into which the Corporation lawfully enter, 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. 11. REMUNERATION
OF DIRECTORS
The directors
shall receive no remuneration for acting as such. 12. DUTIES
OF PRESIDENT AND VICE-PRESIDENT The President
shall, when present, preside at all meetings of the members of the Corporation
and of the Board of Directors. The Presidents shall also be charged with the
general management and supervision of the affairs and operations of the
Corporation. The president along with the Secretary or other officer appointed
by the Board for the purpose, shall sign all by-laws and membership
certificates. During the absence or inability of the President, his duties and
powers may be exercised by the Vice-President, and if the Vice-President, or
such other director as the board may form time to time appoint for the purpose,
exercises any such duty or power, the absence or inability of the President
shall be presumed with reference thereto. 13. DUTIES
OF SECRETARY The Secretary
shall be ex officio clerk of the Board of Directors. He shall attend all
meetings of the Board of Directors and record all facts and minutes of all
proceedings in the books kept for that purpose. He shall give all notices
required to be given to members and to directors. He shall be the custodian of
the seal of the Corporation and of all books, papers, records, correspondence
and contracts and other documents belonging to the Corporation which he shall
deliver up 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, and he
shall perform such other duties as my from time to time be determined by the
Board of Directors. 14. DUTIES
OF TREASURER The Treasurer, or
person performing the usual duties of a Treasurer, shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in proper books
of account and shall deposit all moneys or other valuable effects in the name
and to the credit of the Corporation in such bank or banks as may from time to
time be designated by the Board of Directors. He shall disburse the funds of
the Corporation under the direction of the Board of Directors, taking proper
vouchers therefor and shall render to the Board of Directors at the regular
meetings thereof or whenever required of him, an account of all his
transactions as Treasurer, and of the financial position of the Corporation. He
shall also perform such other duties as may from time to time be determined by
the Board of Directors. 15. DUTlES
OF OTHER OFFICERS 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. 16. EXECUTION
OF DOCUMENTS Deeds, transfers,
licenses, contracts and engagements on behalf of the Corporation shall be
signed by either the President or Vice-President and by the Secretary, and the
Secretary shall affix the seal of the Corporation to such instruments as
require the same. Contracts in the
ordinary course of the Corporation's operations may be entered into on behalf
of the Corporation by the President, Vice-President, Treasurer or by any person
authorized by the board. The president,
Vice-President, the directors, Secretary or Treasurer, or any one of them, or
any person or persons from time to time designated by the Board of Directors
may transfer any and all shares, bonds or other securities from time to time
standing in the name of the Corporation in its individual or any other capacity
or as trustee or otherwise and may accept in the name and on behalf of the
Corporation transfers of shares, bonds or other securities from time to time
transferred to the Corporation, and may affix the corporate seal to any such
transfers or acceptances of transfers, and may make, execute and deliver under
the corporate seal any and all instruments in writing necessary or proper for
such purposes, including the appointment of an attorney or attorneys to make'
or accept transfers of shares, bonds or other securities on the books of any
company or corporation. Notwithstanding
any provisions to the contrary contained in the by-laws of the Corporation, the
Board of Directors may at any time by resolution direct the manner in which,
and the person or persons by whom, any particular instrument, contract or
obligations of the Corporation may or shall be executed. 17. BOOKS
AND RECORDS 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. 18. DUES There shall be no
dues or fees payable by members except such, if any, as shall from time to time
be fixed by unanimous vote of the Board of Directors, which vote shall become
effective only when confirmed by a vote of the members at an annual or other
general meeting. Dues shall become
due and payable at the beginning of the calendar year. Membership dues shall
not be considered as being in arrears until the 31st day of January of the year
applicable. No pro-rating of dues re new members, who may be accepted at any
time, shall be permitted. Dues shall not be refundable should a member leave or
resign. 19. ANNUAL
AND OTHER MEETINGS OF MEMBERS The annual or any
other general meeting of the members shall be held at the head office of the
Corporation or elsewhere in Ontario as the Board of Directors may determine and
on such day as the said Directors shall appoint. 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 a Board of Directors elected and auditors appointed for the
ensuing year and the remuneration of the auditors shall be fixed. The members
may consider and transact any business either special or general without any
notice thereof 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. No public notice nor advertisement
of the members' meetings, annual or general, shall be required, but a notice of
the time and place of every such meeting shall be communicated to each member
by telephone, mail or another form of communication, ten or more days before
the time fixed for the holding of such meeting. A general meeting
of members shall be held at least once a month. 20. ERROR
OR OMISSION IN NOTICE 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 the purpose of sending notice
to any member, director or officer for any meeting or otherwise, the address of
any member, director or officer shall be his last address recorded on the books
of the Corporation. 21. ADJOURNMENTS Any meetings of
the Corporation or of the directors may be adjourned to any time and from time
to time and such business may be transacted at such adjourned meeting as might
have been transacted at the original meeting from which such adjournment took
place. No notice shall be required of any such adjournment. Such adjournment
may be made notwithstanding that no quorum is present. 22. QUORUM
OF MEMBERS A quorum for the
transaction of business at any meeting of members shall consist of not less
than three members of the board. 23. VOTING
MEMBERS Each member of the
Corporation who is a duly licensed amateur radio operator shall at all meetings
of members be entitled to one vote but no proxy voting shall be permitted. No
member shall be entitled to vote at meetings of the Corporation unless he has
paid all dues or fees, if any, then payable by him. At all meetings of
members every question shall be decided by a majority of the votes of the
members present in person or otherwise required by the by-laws of the
Corporation, or by law. Every question shall be decided in the first instance
by a show of hands unless a poll be demanded. A declaration by the Chairman
that a resolution has been carried or not and an entry to that effect in the
minutes of the Corporations shall be admissible in evidence as prima facie
proof of the fact without proof of the number or proportion of the votes
accorded in favour of or against such resolution. The demand for a poll may be
withdrawn, but if a poll be demanded and not withdrawn the question shall be
decided by a majority of votes given by the members present in person, and such
poll shall be taken in such manner as the Chairman shall direct and the result of
such poll shall be deemed the decision of the Corporation in general meeting
upon the matter in question. In case of an equality of votes at any general
meeting, whether upon a show of hands or at a poll, the Chairman shall be
entitled to a casting vote but otherwise shall be entitled to no vote except
for the election of officers and directors. 24. FINANCIAL
YEAR Unless otherwise
ordered by the Board of Directors, the fiscal year of the Corporation shall
terminate on the 31st day of December each year. 25. DEPOSIT
OF SECURITIES FOR SAFEKEEPING The securities of
the Corporation shall be deposited for safekeeping with one or more bankers,
trust companies or other financial institutions to be selected by the Board of
Directors. Any and all securities so deposited may be withdrawn, from time to
time, only upon the written order of the Corporation signed by such officer or
officers, agent or agents of the Corporation, and in such manner, as shall from
time to time be determined BV resolution of the Board f Directors and such
authority may be general or confined to specific instances. The institutions
which may be so selected as custodians by the Board of Directors shall be fully
protected in acting in accordance with the directions of the Board of Directors
and shall in no event be liable for the due application of the securities so
withdrawn from deposit or the proceeds thereof. 26. NOTICE Any notice (which
term includes any communication or document) to be given, sent, delivered or
served pursuant to the Act, the letters patent, the by-laws or otherwise to a
member, director, officer or auditor shall be sufficiently given if delivered
to him personally, or to the person to whom it is to be given, or if delivered
to his recorded address or if mailed to him at his recorded address. A notice
so delivered shall be deemed to have been given when it is delivered personally
or at the recorded address as aforesaid; a notice so mailed shall be deemed to
have been given when deposited in a post office or public letter box; and a
notice sent by any means of transmitted or recorded communication shall be
deemed to have been given when dispatched or delivered to the appropriate
communication company or agency or its representative for dispatch. The
secretary may change or cause to be changed the recorded address of any member,
director, officer or auditor in accordance with any information believed by him
to be reliable. 27. BANKING All accounts in
excess of S25.00 shall be paid by cheque and all Cheques shall be signed by any
two of the President, the Treasurer and the Secretary. 28. No Cheque shall be signed in blank. 29. The treasurer may, at his discretion,
maintain arid have power to use for incidental corporation expenses, a petty
cash fund not to exceed $50.00 30. AUDIT A maximum of two
(2) auditors shall be appointed at the general meeting held in October and the
said auditor(s) shall have an audit report ready for presentation at the
following February general meeting. 31. COMMITTEES Committees may be
established and/or dissolved from time to time as the Board or general
membership may decide. 32. Each committee shall through its
chairman, submit committee reports, recommendations and intended actions to and
as may be requested by the Board. 33. The President shall be a member
ex-officio of all committees but shall have no vote on committee matters. 34. The October general meeting shall provide
a nominating committee and the November meeting shall see the election and
installation of officers for the ensuing calendar year.
37. EQUIPMENT Equipment owned by
the Club (transceivers, antennas, power supplies, etc, etc.) shall be used only
for club activities by its licensed members and shall not be loaned or
otherwise transferred to any individual. 38. In the event of any emergency which
requires immediate aid to Civil Power, the President along with the Secretary
or other officer appointed by the Board for the purpose shall have the
authority to release any or all gear as may be necessary to meet the emergency.
Such gear released is to be returned to complete club custody immediately on
cessation of the emergency. 39. DISSOCUTION Subject to Section
132 (5) of the Corporations Act, in the event of the Club being dissolved, the
assets at the time of dissolution shall be converted to cash and distributed
equally among the members who have been in good standing for at least 12 months
prior to the date of dissolution approval(ed?) by members after payment of
debts and liabilities. Alternatively, the monies may, on 2/3 approval of the
members in good standing attending at a meeting held for the purpose of
approving dissolution of the club, be distributed in any other manner as
approved by those members. 40. REVENUES Revenues of the
club shall be derived from an annual assessment against each member, not
withstanding Life Members. (Article 18 - Dues) 41. Derivation of revenue from other sources
may be undertaken at any time and by any legitimate mean(s) as the Board may
see fit to direct and use. Direction may also be received from members at
general meetings if approved in usual manner. 42. RULES
OF ORDER
43. MOTIONS 1. All motions and amendments to motions
shall be moved, seconded and approved or denied in the usual manner. 2. A vote on an amendment to a motion
shall precede a vote on the original motion. 3. No motion to amend an amendment shall
be received. 4. A motion or an amendment to a motion
may be withdrawn by its mover with the approval of the seconder of said motion
or amendment to motion. 44. INTERPRETATION 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. PASSED by the
Board of Directors and sealed with the corporate seal this16th day
of January, l984.
Editorial Note: Although not consistent, the paragraph numbering
reflects that in the original document (only an aged photocopy of the original
is currently available). |