Haskap Canada Association - Bylaws
Bylaws
Location Map
Table of contents
Corporate Seal
Head Office
Conditions of Membership
Members' Meetings
Board of Directors
Powers of Directors
Directors' Meetings
Indemnities to Directors and
Others
Officers
Duties of Officers
Committees
Execution of Documents
Minutes
of Board of Directors (and Executive Committee)
Financial Year
Amendment of By-Laws
Auditors
Books and Records
Rules and Regulations
Interpretation
Corporate Seal
1. The seal, an impression whereof is stamped in the margin hereof,
shall be the seal of the corporation (seal need not be imprinted until after
incorporation).
Head Office
2. Until changed in accordance with the Act, the Head Office of the
corporation shall be in Town of Battleford, in the Province of Saskatchewan
.
Conditions of Membership
3. Membership in the corporation shall be limited to persons interested
in furthering the objects of the corporation and shall consist of anyone
whose application for admission as a member has received the approval of the
board of directors of the corporation. (if more than 1 class of members,
specify which classes are voting)
4. There shall be no membership fees or dues unless otherwise directed by
the board of directors.
5. Any member may withdraw from the corporation by delivering to the
corporation a written resignation and lodging a copy of the same with the
secretary of the corporation.
6. Any member may be required to resign by a vote of three-quarters (3/4) of
the members at an annual meeting.
Members' Meetings
7. The annual or any other general meeting of the members shall be held
at the head office of the corporation or at any place in Canada as the board
of directors may determine and on such day as the said directors shall
appoint. The members may resolve that a particular meeting of members be
held outside of Canada.
8. a) At every annual meeting, in addition to any other business that may be
transacted, the report of the directors, the financial statement and the
report of the auditors shall be presented and auditors appointed for the
ensuing year. The members may consider and transact any business either
special or general at any meeting of the members. The board of directors or
the president or vice-president shall have power to call, at any time, a
general meeting of the members of the corporation. The board of directors
shall call a meeting of members on written requisition of members carrying
not less than 5% of the voting rights. 10 %members present in person at a
meeting will constitute a quorum.
9. Fourteen (14) days' written notice shall be given to each voting member
of any annual or special general meeting of members. Notice of any meeting
where special business will be transacted shall contain sufficient
information to permit the member to form a reasoned judgment on the decision
to be taken. Notice of each meeting of members must remind the member if he
has the right to vote by proxy.
Each voting member present at a meeting shall have the right
to exercise one vote. A member may, by means of a written proxy, appoint a
proxy holder to attend and act at a specific meeting of members, in the
manner and to the extent authorized by the proxy. A proxy holder must be a
member of the corporation.
10. A majority of the votes cast by the members present and carrying voting
rights shall determine the questions in meetings except where the vote or
consent of a greater number of members is required by the Act or these
By-laws.
11. No error or omission in giving notice of any annual or general meeting
or any adjourned meeting, whether annual or general, of the members of the
corporation shall invalidate such meeting or make void any proceedings taken
thereat and any member may at any time waive notice of any such meeting and
may ratify, approve and confirm any or all proceedings taken or had thereat.
For purpose of sending notice to any member, director or officer for any
meeting or otherwise, the address of the member, director or officer shall
be his last address recorded on the books of the corporation.
Board of Directors
12. The property and business of the corporation shall be managed by a
board of directors, comprised of a minimum of three directors. The number of
directors shall be determined from time to time by a majority of the
directors at a meeting of the board of directors and sanctioned by an
affirmative vote of at least two-thirds (2/3) of the members at a meeting
duly called for the purpose of determining the number of directors to be
elected to the board of directors. Directors must be individuals, 18 years
of age, with power under law to contract. Directors need not be members.
13. The applicants for incorporation shall become the first directors of the
corporation whose term of office on the board of directors shall continue
until their successors are elected.
At the first meeting of members, the board of directors then
elected shall replace the provisional directors named in the Letters Patent
of the corporation.
14. Directors shall be elected for a term of 3 year(s) by the members at an
annual meeting of members.
15. The office of director shall be automatically vacated:
a. if at a special general meeting of members, a resolution is passed by 75%
of the members present at the meeting that he be removed from office;
b. if a director has resigned his office by delivering a written resignation
to the secretary of the corporation;
c. if he is found by a court to be of unsound mind;
d. if he becomes bankrupt or suspends payment or compounds with his
creditors;
e. on death;
provided that if any vacancy shall occur for any reason in this paragraph
contained, the board of directors by majority vote, may, by appointment,
fill the vacancy with a member of the corporation.
16. The directors shall serve as such without remuneration and no director
shall directly or indirectly receive any profit from his position as such;
provided that a director may be paid reasonable expenses incurred by him in
the performance of his duties. Nothing herein contained shall be construed
to preclude any director from serving the corporation as an officer or in
any other capacity and receiving compensation therefore.
17. A retiring director shall remain in office until the dissolution or
adjournment of the meeting at which his retirement is accepted and his
successor is elected.
Powers of Directors
18. The directors of the corporation may administer the affairs of the
corporation in all things and make or cause to be made for the corporation,
in its name, any kind of contract which the corporation may lawfully enter
into and, save as hereinafter provided, generally, may exercise all such
other powers and do all such other acts and things as the corporation is by
its charter or otherwise authorized to exercise and do.
19. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.
The board of directors is hereby authorized, from time to
time
a. to borrow money upon the credit of the corporation, from any bank,
corporation, firm or person, upon such terms, covenants and conditions at
such times, in such sums, to such an extent and in such manner as the board
of directors in its discretion may deem expedient;
b. to limit or increase the amount to be borrowed;
c. to issue or cause to be issued bonds, debentures or other securities of
the corporation and to pledge or sell the same for such sums, upon such
terms, covenants and conditions and at such prices as may be deemed
expedient by the board of directors;
d. to secure any such bond, debentures or other securities, or any other
present or future borrowing or liability of the company, by mortgage,
hypothec, charge or pledge of all or any currently owned or subsequently
acquired real and personal, movable and immovable, property of the
corporation, and the undertaking and rights of the corporation.
20. The board of directors shall take such steps as they may deem requisite
to enable the corporation to acquire, accept, solicit or receive legacies,
gifts, grants, settlements, bequests, endowments and donations of any kind
whatsoever for the purpose of furthering the objects of the corporation.
21. The board of directors may appoint such agents and engage such employees
as it shall deem necessary from time to time and such persons shall have
such authority and shall perform such duties as shall be prescribed by the
board of directors at the time of such appointment.
22. Remuneration for all officers, agents and employees and committee
members shall be fixed by the board of directors by resolution. Such
resolution shall have force and effect only until the next meeting of
members when such resolution shall be confirmed by resolution of the
members, or in the absence of such confirmation by the members, then the
remuneration to such officers, agents or employees and committee members
shall cease to be payable from the date of such meeting of members.
Directors' Meetings
23. Meetings of the board of directors may be held at any time and place
to be determined by the directors provided that 48 hours written notice of
such meeting shall be given, other than by mail, to each director. Notice by
mail shall be sent at least 14 days prior to the meeting. There shall be at
least one (1) meeting per year of the board of directors. No error or
omission in giving notice of any meeting of the board of directors or any
adjourned meeting of the board of directors of the corporation shall
invalidate such meeting or make void any proceedings taken thereat and any
director may at any time waive notice of any such meeting and may ratify,
approve and confirm any or all proceedings taken or had thereat. Each
director is authorized to exercise one (1) vote.
24. A majority of directors in office, from time to time, but no less than
two directors, shall constitute a quorum for meetings of the board of
directors. Any meeting of the board of directors at which a quorum is
present shall be competent to exercise all or any of the authorities, powers
and discretions by or under the by-laws of the corporation.
Indemnities to Directors and Others
25. Every director of the corporation and their heirs, executors and
administrators, and estate and effects, respectively, shall from time to
time and at all times, be indemnified and saved harmless out of the funds of
the corporation, from and against;
a. all costs, charges and expenses which such director sustains or incurs in
or about any action, suit or proceedings which is brought, commenced or
prosecuted against him, or in respect of any act, deed, matter of thing
whatsoever, made, done or permitted by him, in or about the execution of the
duties of his office or in respect of any such liability;
b. all other costs, charges and expenses which he sustains or incurs in or
about or in relation to the affairs thereof, except such costs, charges or
expenses as are occasioned by his own willful neglect or default.
Officers
26. The officers of the corporation shall be a president, vice-president,
secretary and treasurer and any such other officers as the board of
directors may by by-law determine. Any two offices may be held by the same
person. Officers need not be directors, nor members.
27. The president shall be elected at an annual meeting of members. Officers
other than president of the corporation shall be appointed by resolution of
the board of directors at the first meeting of the board of directors
following an annual meeting of members.
28. The officers of the corporation shall hold office for 3 year(s) from the
date of appointment or election or until their successors are elected or
appointed in their stead. Officers shall be subject to removal by resolution
of the board of directors at any time.
Duties of Officers
29. The president shall be the chief executive officer of the corporation.
He shall preside at all meetings of the corporation and of the board of
directors. He shall have the general and active management of the affairs of
the corporation. He shall see that all orders and resolutions of the board
of directors are carried into effect.
30. The vice-president shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall
perform such other duties as shall from time to time be imposed upon him by
the board of directors.
31. The treasurer shall have the custody of the funds and securities of the
corporation and shall keep full and accurate accounts of all assets,
liabilities, receipts and disbursements of the corporation in the books
belonging to the corporation and shall deposit all monies, securities and
other valuable effects in the name and to the credit of the corporation in
such chartered bank of trust company, or, in the case of securities, in such
registered dealer in securities as may be designated by the board of
directors from time to time. He shall disburse the funds of the corporation
as may be directed by proper authority taking proper vouchers for such
disbursements, and shall render to the president and directors at the
regular meeting of the board of directors, or whenever they may require it,
an accounting of all the transactions and a statement of the financial
position, of the corporation. He shall also perform such other duties as may
from time to time be directed by the board of directors.
32. The secretary may be empowered by the board of directors, upon
resolution of the board of directors, to carry out his affairs of the
corporation generally under the supervision of the officers thereof and
shall attend all meetings and act as clerk thereof and record all votes and
minutes of all proceedings in the books to be kept for that purpose. He
shall give or cause to be given notice of all meetings of the members and of
the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose supervision
he shall be. He shall be custodian of the seal of the corporation, which he
shall deliver only when authorized by a resolution of the board of directors
to do so and to such person or persons as may be named in the resolution.
33. 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.
Committees
34. The board of directors may appoint committees whose members will
hold their offices at the will of the board of directors. The directors
shall determine the duties of such committees and may fix by resolution, any
remuneration to be paid. The president shall be ex-officio of all
committees.
Execution of Documents
35. Contracts, documents or any instruments in writing requiring the
signature of the corporation, shall be signed by any two officers and all
contracts, documents and instruments in writing so signed shall be binding
upon the corporation without any further authorization or formality. The
directors shall have power from time to time by resolution to appoint an
officer or officers on behalf of the corporation to sign specific contracts,
documents and instruments in writing. The directors may give the
corporation's power of attorney to any registered dealer in securities for
the purposes of the transferring of and dealing with any stocks, bonds, and
other securities of the corporation. The seal of the corporation when
required may be affixed to contracts, documents and instruments in writing
signed as aforesaid or by any officer or officers appointed by resolution of
the board of directors.
Minutes of Board of Directors (and Executive Committee)
36. The minutes of the board of directors (or the minutes of the
executive committee) shall not be available to the general membership of the
corporation but shall be available to the board of directors, each of whom
shall receive a copy of such minutes.
Financial Year
37. Unless otherwise ordered by the board of directors, the fiscal year end
of the corporation shall be December 31.
Amendment of By-Laws
38. The by-laws of the corporation not embodied in the letters patent may be
repealed or amended by by-law, or a new by-law relating to the requirements
of subsection 155(2) of the Canada Corporations Act, may be enacted by a
majority of the directors at a meeting of the board of directors and
sanctioned by an affirmative vote of at least two-thirds (2/3) of the
members at a meeting duly called for the purpose of considering the said
by-law, provided that the repeal or amendment of such by-laws shall not be
enforced or acted upon until the approval of the Minister of Industry has
been obtained.
Auditors
39. The members shall, at each annual meeting, appoint an auditor to
audit the accounts and annual financial statements of the corporation for
report to the members at the next annual meeting. The auditor shall hold
office until the next annual meeting provided that the directors may fill
any casual vacancy in the office of the auditor. The remuneration of the
auditor shall be fixed by the board of directors.
Books and Records
40. 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.
Rules and Regulations
41. The board of directors may prescribe such rules and regulations not
inconsistent with these by-laws relating to the management and operation of
the corporation as they deem expedient, provided that such rules and
regulations shall have force and effect only until the next annual meeting
of the members of the corporation when they shall be confirmed, and failing
such confirmation at such annual meeting of members, shall at and from that
time cease to have any force and effect.
Interpretation
42. 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.