Our Club
Our By-Laws
BY-LAW No. 4
a by-law relating to the transaction of the business and affairs of the
YORK REGION AMATEUR RADIO CLUB
(the "Corporation")
BE IT ENACTED as a by-law of the Corporation as follows:
1 SEAL
1.1 The seal, an impression of which is stamped in the margin hereof shall be the corporate seal of the Corporation.
2 INTERPRETATION
2.1 In these by-laws and in all other by-laws of the Corporation hereafter passed, unless the context requires otherwise, words importing the singular number or the masculine gender, shall include the plural number and the feminine gender, as the case may be, and vice versa and references to persons shall include firms, Corporations, and government ministries.
2.2 In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires:
(a) "annual meeting" means the annual general meeting of the members that is normally held during the month of May.
(b) "general meeting" means a meeting of the Regular, Associate and Life Members along with invited non-members.
(c) "special meeting" means a meeting of the members other than a regularly scheduled meeting.
(d) "board meeting" means a meeting of the board of directors.
(e) "board" means the board of directors.
3 BOARD OF DIRECTORS
3.1 The affairs of the Corporation shall be managed by a board of ten (l0) directors, each of whom at the time of his election and throughout his term of office must be a Regular or Life Member of the Corporation. Each director shall be elected to hold office for a term of two (2) years, which term shall commence with the first day of July which follows his election as a director of the Corporation, and which shall expire with the last day of the June two years hence. Directors may be elected to hold office in successive terms. Only five (5) of the directors will be elected in anyone year. The remaining five (5) will be elected in the next year.
3.2 The representatives of the Regular or Life Members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general or special meeting, of which notice in writing specifying the intent to pass such a resolution has been given, remove any director before the expiration of his term of office and may, by a majority of votes cast at that meeting, elect any person in his stead for the remainder of the term.
3.3 Any director who has been absent from three consecutive regular board meetings will be assumed to have resigned as a director. The remaining board members, may or may not, at their discretion, accept this assumed resignation.
4 VACANCIES ON THE BOARD OF DIRECTORS
4.1 Vacancies on the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting at which directors for the ensuing year are elected. The remaining directors may appoint a qualified person to fill the vacancy or vacancies for the remainder of the term. If there is not a quorum of directors, the remaining directors shall forthwith call a special meeting of the members to fill the vacancy. If the number of directors is increased between 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 above provided.
4.2 When terminating office, the director shall turn over all official records and property of the Corporation to the board.
5 QUORUM AND MEETINGS OF THE BOARD OF DIRECTORS
5.1 A majority of the directors shall form a quorum for the transaction of business. Except as otherwise provided by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. The board of directors may appoint a day or days in the month for Regular meetings, at an hour to be named. Except for special meetings of the board of directors further notice of regular meetings need not be given. The directors may consider or transact any business either special or general at any meeting of the board.
6 ERRORS IN NOTICE - MEETING OF DIRECTORS
6.1 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.
7 VOTING - BOARD OF DIRECTORS
7.1 Questions arising at any meeting of directors shall be decided by a simple majority of votes, with the Chairman abstaining from the initial ballot. In the case of an equality of votes of the other directors present, the Chairman of that meeting shall cast the deciding vote. All votes taken at any 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, or otherwise, 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.
8 POWERS OF THE BOARD OF DIRECTORS
8.1 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 powers and do all such other acts and things as the Corporation is, by its charter and otherwise, authorized to exercise and do.
8.2 Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings, and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
9 REMUNERATION OF DIRECTORS
9.1 The directors shall receive no remuneration for acting as such.
10 OFFICERS OF THE CORPORATION
10.1 Officers of the Corporation shall be elected annually and hold office for two years. There shall be named from the body of Directors a President, Vice-President, Secretary and Treasurer. The President will be the Chairman of the board.
10.2 Prior to, or immediately following assuming office, the Directors shall determine in which office each will serve.
10.3 Directors may hold the same office for more than one term.
10.4 Elections shall be held as part of the annual meeting.
11 DUTIES OF CHAIRMAN OF THE BOARD
11.1 The Chairman of the board shall, if present, preside at all meetings of the board.
12 DUTIES OF PRESIDENT AND VICE-PRESIDENT
12.1 The President shall, when present, preside at all meetings of the members of the Corporation. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary, or other officer appointed by the board for the purpose shall sign all by-laws. 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 directors as the board may 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
13.1 The Secretary shall be the 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 all the books, papers, records, correspondence, contracts, membership lists, 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 may from time to time be determined by the board of directors.
14 DUTIES OF TREASURER
14.1 The treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies and other valuable effects in such bank or banks as the directors may from time to time decide upon. He shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefore and shall render to the board of directors at the regular meetings thereof or whenever required of him, and account of all his transactions as treasurer, and a written account 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. When terminating office, the treasurer shall turn over all records and property of the Corporation to his successor.
15 DUTIES OF OTHER OFFICERS
15.1 The Board may appoint such other officers or agents (and with such titles as the Board may prescribe, from time to time) as it considers necessary, and all such officers have the authority to perform the duties from time to time prescribed by the Board. The Board may also remove at its pleasure any such other officer or agent of the Corporation. The duties of all other officers of the Corporation appointed by the Board shall be such as the terms of their engagement call for, or the Board prescribes. Such other officers need not be members of the Board, but shall be Regular or Life Members.
15.2 Committee chairpersons may be appointed by the board of directors following the annual meeting, or from time to time. Committee chairpersons may be required to provide a written report annually to the board. In addition, all committee chairpersons may be required to report committee activities at any meeting.
16 EXECUTION OF DOCUMENTS
16.1 Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by the President together with either the Secretary or Vice-President. In the event the President is unavailable, any such documents may be signed by the Vice-President or the Secretary together with anyone director.
16.2 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 obligation of the Corporation may be or shall be executed.
17 BOOKS AND RECORDS
17.1 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.
17.2 The auditors are appointed annually by the membership, on the recommendation of the board of directors, to review the financial records of the Corporation, including its committees.
18 MEMBERSHIP
18.1 Membership in the Corporation may be one of the following:
(a) Regular Member -Open to all persons who hold a valid Canadian Amateur Radio Certificate and who otherwise meet the requirements of the Corporation. Regular Members can be elected to the Board of Directors. Regular Members have full voting rights in the Corporation.
(b) Associate Member -Open to all persons interested in Amateur Radio but who are not eligible for Regular Membership in the Corporation. Associate Members cannot be elected to the Board of Directors. Associate Members shall have no voting rights in the Corporation. The number of Associate Members cannot exceed more than one-fourth (25%) of the number of Regular Members.
(c) Life Member -The Board of Directors may, from time to time, name as a Life Member a person who has made significant contribution to Amateur Radio and/or service to the Corporation. A Life Member enjoys all privileges of a Regular Member but is not required to pay annual dues.
18.2 Each membership level includes the right of attendance and participation in all general activities of the Corporation.
18.3 Membership shall be terminated for just cause by a majority of the board. Cause for termination of membership shall be actions deemed detrimental to the objectives of the Corporation, or for non-payment of annual dues.
18.4 Members may tender resignation by writing to the Secretary of the Corporation.
19 DUES
19.1 The annual dues payable by all members except Life Members shall be from time to time fixed by the board of directors, which dues shall become effective only when confirmed by a vote of the members at the annual meeting or at a special meeting.
19.2 The annual dues for renewing Regular or Associate Memberships are payable at the September general meeting, and no later than October 15th. Failure to renew a Regular or Associate Membership by this date will cause an immediate termination of membership and all its privileges. Annual dues for new memberships are payable at the time of application for membership.
20 ANNUAL AND OTHER MEETINGS OF MEMBERS
20.1 The annual meeting shall be held, except as otherwise provided, during the month of May in such a place and at such a time as the board shall determine.
20.2 At the annual meeting, in addition to any other business that may be transacted, the following actions will be taken:
(a) a board of directors shall be elected which office shall commence with the first day of July following their election;
(b) any amendments to the by-laws be ratified;
(c) the actions of the board be either ratified or revised in the appropriate manner; and
(d) auditors shall be appointed for the financial year. The final auditor's report for the financial year shall be presented at the annual meeting. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.
20.3 At the direction of the board, the President or Vice-President shall have the power to call, at any time, a general or special meeting of the members of the Corporation.
20.4 No public notice or advertisement of the annual or any general meeting shall be required, but an effort must be made to communicate notice of the time and place of every such meeting by some ordinary means, at least ten (10) days in advance.
20.5 If neither the President nor the Vice-President are in attendance at a meeting, the members present may appoint a chairperson for that meeting.
21 ERROR OR OMISSION IN NOTICE
21.1 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. For the 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 in the books of the Corporation.
22 ADJOURNMENTS
22.1 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.
23 QUORUM OF MEMBERS
23.1 A quorum for the transaction of business at any meeting of members shall consist of not less than one-fourth (25%) of the total current Regular and Life Membership, either present in person or represented by proxy.
24 VOTING OF MEMBERS
24.1 Subject to the provisions of the Corporation, each Regular or Life Member shall be entitled to one vote on every question or resolution called before the membership. Each Regular or Life Member may vote in person or by proxy. Such proxy need not himself be a member, but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents.
24.2 At all meetings of members, every question shall be decided by a majority of the votes of the designated member representatives, present in person or represented by proxy unless 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 or ballot be demanded by any members. When a tie breaker is required a poll shall be taken. Unless a poll has been demanded, a declaration by the chairman that a resolution has been carried or not carried and an entry to that effect in the minutes shall be admissible evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour 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 majorityof votes given by the members present in person or by proxy, and such poll shall be taken in a 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.
25 CHEQUES, Etc.
25.1 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by two of either the President or the Treasurer or such other officer or officers, agent or agents and in such manner as shall, from time to time, be determined by resolution of the board of directors and anyone of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation's bankers for the credit of the Corporation, or the same may be endorsed "for collection or for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose. Any of such proper signing officers may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips.
26 DEPOSIT OF SECURITIES FOR SAFEKEEPING
26.1 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 be from time to time determined by resolution of the board of directors, and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of 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.
27 NOTICE
27.1 Whenever, under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be given either personally or by facsimile or by depositing same in a post office or a public letter box in a prepaid, sealed wrapper addressed to the director, officer or member at his or their address as the same appears in the books of the Corporation. A notice or other document sent by post shall be held to be sent at the time when the same was deposited in a post office or public letterbox as aforesaid, or sent by facsimile at the time sent. For the purpose of sending any notice, the address of the members, director or officer shall be his latest address as recorded in the books of theCorporation.
28 INDEMNITY OF DIRECTORS AND OFFICERS
28.1 Every director or officer of the Corporation and his heirs, executors and administrators, and estate and effects shall, from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against: (a) all costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, for or in respect ofany act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office; and (b) all other costs, charges and expenses that 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 willful neglect or default.
29 AMENDMENTS
29.1 Proposed amendments to this by-law shall be circulated to the Regular and Life Members at least three (3) weeks before the annual meeting or special meeting called for that purpose.
29.2 Amendments to this by-law shall be carried by a two-thirds majority of the voting members present in person or by proxy.
29.3 Financial by-laws and amendments require a two-thirds majority of voting members present in person or by proxy.
30 REVOCATION OF BY-LAWS NO's 1,2 and 3
30.1 This by-law which shall be known as By-Law 4 of the York Region Amateur Radio Club, including the amendments which have been made, replaces by-laws No's 1,2 and 3 all of which are hereby revoked.
Confirmed by the membership in accordance with the Corporations Act (Ontario) at an Annual General Meeting on the fourth day of May, 1999.
Signature of President, Dave Marzetti, VE3SLM
Signature of Secretary, Doug Holmes, VE3CWO
Dated in Newmarket, Ontario, this fourth day of May, 1999.
