AMENDED BYLAWS FOR THE LAKE SIMCOE REPEATER ASSOCIATION
Approved
at the Annual Meeting, November 24, 1993
The Head Office 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.
The seal, an impression of which is stamped in the margin hereof, shall
be the Corporate Seal of the Corporation.
3 i) Membership shall be open to anyone interested in amateur radio who
expresses a desire to join. However,
members without a license shall not be entitled to vote (see VOTING MEMBERS)
3 ii) Acceptance of membership shall bind the member to the terms of the
constitution and by-laws of the constitution.
3 iii) Members shall be expected to contribute freely of as much time,
talent and material as they are able to do, to further the advancement of the
Corporation.
3 iv) Life memberships shall be available upon payment of the fee in
effect at the time of application.
4 i) The affairs
of the Corporation shall be managed by a Board of five (5) Directors, each of
whom at the time of election or within ten (10) days thereafter and throughout
the member's term of Office shall be in good standing. The immediate Past President shall remain a
member of the Board and shall be entitled to vote on any matters which may
arise. If the Past President is
unwilling or unavailable to stand as fifth director, a fifth director shall be
elected, without needing to hold a particular position on the executive. To qualify for the Board of Directors, a
member must be in good standing and be a licensed radio amateur holding at
least Advanced-Qualification as defined by the Radio Act.
The whole Board shall he retired at each annual meeting but may he eligible
for re-election if still qualified. The
election may be by a show of hands unless a ballot be demanded by any member.
4 ii) VACANCIES - Vacancies on the Board of Directors, however caused,
shall he filled by nomination and election from among qualified members of the
Corporation at a general meeting of the members, to be called within thirty
(30) days of the vacancy becoming effective.
Any members elected to fill the vacancy shall hold office until the next
annual meeting of the members at which the Directors for the ensuing year are
elected.
4 iii) REMOVAL - 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 a 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.
4 iv) QUARUM AND MEETINGS - 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. Director's meetings may be called by the
President, Vice-President, or by the Secretary on the direction in writing of
two (2) Directors. Notice of such
meetings shall he delivered, telephoned, or otherwise communicated to each
Director not less than one (1) day before the meeting is to take place, or
shall be mailed to each Director not less than three (3) 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 meetings no notice need be sent or communicated unless such
times are altered. A Director's 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.
No error or omission in giving such notice for a meeting of Directors
shall invalidate such meeting or invalidate or make void an 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.
4 v) VOTING - 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. All votes 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 as prima facie
evidence 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 other such Director as the Board may form time to time
appoint for the purpose.
4 vi) POWER - 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 may
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 and do.
The Board of Directors, by resolution, shall authorize a member of the
Corporation, who is a licensed radio amateur with Advanced Qualification as defined
by the Radio Act, to apply for and hold on its behalf a license or licenses for
the radio apparatus of the Corporation.
Such member shall continue said appointment from year to year unless
removed by unanimous vote of the Board.
4 vii) REMUNERATION OF DIRECTORS - The Directors shall receive no
remuneration for acting as such.
There shall be a President, Vice-President, Secretary, Treasurer and
immediate Past President or his substitute (see section 4. BOARD OF DIRECTORS). Should the Board elect to combine the office
of Secretary and Treasurer as a Secretary-Treasurer, a further Director shall
be added to maintain a Board of five (5) members.
5 i)
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 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 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 from time to time
appoint for the purpose exercise such duty or power, the absence or inability
of the President shall be presumed with reference thereto.
5 ii) 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 the
Directors. He shall be the custodian of
the Seal of the Corporation and of all book, papers, records, correspondence,
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 may from time to time be determined by the
Board of Directors.
5 iii) DU'TIES 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 monies 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 other such duties as may form time to time be determined by the Board
of Directors.
5 iv) DUTIES OF OTHER OFFICERS - The duties of all other officers of the
Corporation, if applicable, shall be such as the terms of their engagement call
for or the Board of directors requires of them.
6 i) Deeds, transfers, licences, contracts and engagements on behalf of
the Corporation shall be signed by either the President or Vice-President as
well as by the Secretary, and the Secretary shall affix the Seal of the
Corporation to such instruments as require the same.
6 ii) 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, such
contracts subject to approval by the Board.
The President, Vice-President, Secretary and/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 or 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 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.
6 iii) 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 or shall
be executed.
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 in law are regularly and properly kept.
8 i) 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 in good standing at an annual or other general meeting.
8 ii) Dues may be paid at any time and shall become due and payable upon
the 12-month anniversary of the date of initial payment. Membership dues shall not be considered as
being in arrears until 30 days after the due date. Dues shall not he refundable should a member leave or resign.
9 i) 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 Directors shall appoint.
9 ii) 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 or advertisement of
members' meetings, annual or general, shall be required, but a notice of the
time and place of every such meeting shall be communicated by telephone, mail,
or other form of communication ten (10) or more days before the time fixed for
the holding of such meeting.
9 iii) Guests shall he welcome at all general meetings.
9 iv) ERRORS OR OMISSIONS IN NOTICES - 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, arid any member at any time
waive notice of any such meeting and may ratify, approve and confirm any or all
proceedings taken as 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.
Any meetings of the Corporation or of the directors ay be adjourned to
any time and from time to time and such business may he 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
A quorum for the transaction of business at any meeting of members shall
of not less than three (3) members of the Board.
12 i) Each member of the corporation who is a dully licenced radio
amateur and has paid all dues or fees payable by him shall at all meetings of
members be entitled to one vote, but no proxy voting shall be permitted.
12 ii) 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 by any member.
Upon a show of hands, every member having voting rights shall have one
vote, and unless a poll be demanded, a declaration by the Chairman that a
resolution has been carried or not carried and an entry to that effect in the
minutes of the Corporation shall be admissible as prima facie evidence of the
fact, without proof of the number or proportion of the votes recorded 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 he deemed the decision
of the Corporation in 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.
Unless otherwise ordered by the Board of Directors, the fiscal year
shall terminate on the 31st day of December in each year.
The securities of the Corporation shall he deposited for safe-keeping 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 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 by the Board of
Directors shall be fully protected in acting in accordance wit 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.
15 i) 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, if delivered, to his recorded personally or at the recorded
address as aforesaid; a notice as 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 or transmitted or recorded communication shall be deemed to have been
given.
15 ii) When dispatched or delivered to the appropriate communication
company or agency as 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.
16 i) All accounts in excess of Twenty-Five (25) Dollars shall be paid
by cheque and all cheques shall be signed by any two of the President, the
Secretary and the Treasurer.
16 ii) No cheques shall be signed in blank.
16 iii) The Treasurer may at his discretion maintain and have power to
use for incidental Corporation expenses a petty cash fund not to exceed $25.00.
17 A maximum of two (2) auditors shall be appointed at the general
meeting in October and said auditors shall have an audit report ready for
presentation at the following February general meeting
18 i) Committees may be established and/or dissolved from time to time
as the Board of directors may decide.
18 ii) Each committee shall through its chairman submit committee
reports, recommendations and intended actions to and as may be requested by the
Board of Directors.
18 iii) The President shall be an ex officio member of all committees
but shall have no vote on committee matters.
18 iv) The October general meeting shall provide a nominating committee
and the November general meeting shall see the election and installation of
officers for the ensuing year.
18 v) The recommendations of the nominating committee shall be subject
to further nominations from the floor.
Equipment owned or operated by the Corporation shall be available for
use by any licensed amateur but shall not be loaned or transferred to any
individual. In the event of an
emergency which requires immediate aid to the civil power, the President, along
with the Secretary or other officer of the Corporation, or anyone otherwise
appointed by the Board for the purpose, shall have the authority to make such
equipment immediately available to assist in such emergency for as long as
necessary.
Subject to Section 132(s) of the Corporations Act, in the event of the
Corporation 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 twelve (12) months prior to the date of dissolution approved
by members, after payment of debts and liabilities. Alternatively, the monies may, on 2/3 approval of the members in
good standing at a meeting held for the purpose of approving dissolution of the
Corporation, be distributed in any other manner as approved by those members.
21 i) Revenues of the Corporation shall be derived from an annual
assessment against each member, with the exception of Life Members.
21 ii) Derivation of revenues from other sources may be undertaken at
any time by any legitimate means as the Board of Directors may see fit to
direct and use. Direction may also be
received from members at general meetings if approved in the usual manner.
22 i) The chairman of any meeting shall preserve order and decorum and
decide questions or order or practice, citing the rule applicable. His discretion shall be subject only to an
appeal to the members in general meeting.
22 ii) When two (2) or more members rise to speak at the same time, the
Chair shall decide who is to speak first.
22 iii) No member when speaking shall be interrupted except on a point
of order.
22 iv) All motions before being debated shall be read by the Secretary.
22 v) No person shall use improper language or profanity or speak beside
the question in debate.
22 vi) In all unprovided cases, the Chairman shall decide, but his
decision shall be subject to an appeal to the meeting.
22 vii) Generally, the rules, forms and customs of the Parliament of
Canada shall be observed and followed.
23 i) All motions or amendments to motions shall be moved, seconded and
approved or denied in the usual manner.
23 ii) A vote on an amendment to a motion shall precede a vote on the
original motion.
23 iii) No motion to amend an amendment shall be received.
23 iv) 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.
In these by-laws and in all other by-laws of the Corporation hereafter
passed, unless the context otherwise requires, words imparting the singular
number or 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,
this 24th day of November, 1993.
Signed by:
Andy Mitchell, President Jack
Holden, Secretary