http://www.cuug.ab.ca:8001/CUUG/Info/bylaws.html (Einblicke ins Internet, 10/1995)
ACT DEFINED TERMS Unless the context otherwise requires ... HEADINGS REGISTERED OFFICE OBJECTIVES CLASSIFICATION GENERAL APPLICATION MINIMUM AGE FEES TERMINATION OF MEMBERSHIP TRANSFER OF MEMBERSHIP EXPIRATION OF MEMBERSHIP ANNUAL MEETING SPECIAL MEETINGS MEETING ON REQUISITION OF MEMBERS NOTICE WAIVER OF NOTICE OMISSION OF NOTICE RECORD DATES CHAIRMAN OF THE MEETING VOTES RIGHT TO VOTE ADJOURNMENT QUORUM RESOLUTION IN LIEU OF MEETING GENERAL NUMBER VACANCIES DUTIES QUALIFICATION TERM OF OFFICE NOMINATIONS AND ELECTIONS CONSENT TO ELECTION REMOVAL VALIDITY OF ACTS PLACE OF MEETING NOTICE WAIVER OF NOTICE OMISSION OF NOTICE ADJOURNMENT QUORUM AND VOTING RESOLUTION IN LIEU OF MEETING GENERAL AUDIT COMMITTEE GENERAL GENERAL BORROWING POWER GENERAL GENERAL GENERAL APPOINTMENT REMOVAL OF OFFICERS AND VACATION OF OFFICE VACANCIES CHAIRMAN OF THE BOARD PRESIDENT VICE-PRESIDENT SECRETARY TREASURER ASSISTANT SECRETARY AND ASSISTANT TREASURER DUTIES OF OFFICERS MAY BE DELEGATED FISCAL YEAR FEES USE OF THE FUNDS PROCUREMENT OF FUNDS EXTERNAL AUDITOR AUDIT COMMITTEE INSPECTION OF RECORDS GENERAL GENERAL GENERAL GENERAL GENERAL If the Association sends a notice or ... SIGNATURES TO NOTICES COMPUTATION OF TIME PROOF OF SERVICE EXTRAORDINARY RESOLUTION
1.01 ACT
All terms contained in the By-laws which are defined in
the Act shall have the meanings assigned by the Act.
1.02 DEFINED TERMS
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) "Past President" means the person that is leaving the office of The
President of the Calgary UNIX Users' Group Association (CUUG);
(f) "Secretary" means the Secretary or any Assistant Secretary of the
Association appointed by the Board pursuant to section 14.07 and 14.09;
(g) "UNIX" is a trademark of Unix System Laboratories;
1.03 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.
1.04 HEADINGS
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.
GROUP OFFICE
2.01 REGISTERED OFFICE
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.
GROUP OBJECTIVES
3.01 OBJECTIVES
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.
MEMBERSHIP
4.01 CLASSIFICATION
(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.
(c) Corporate Membership: Public and private organizations, institutions and
associations are eligible for corporate memberships subject to the
following:
Each corporate membership shall appoint a corporate representative.
The corporate representative is the member that would serve as the
primary liaison with CUUG and would be responsible for maintaining
corporate membership information (additions, deletions, renewals) and
would distribute newsletters and other information to members in the
organization. The corporate representative has full voting privileges,
the right to attend meetings and the right to hold office.
Each corporate membership shall also appoint a voting representative.
The voting representative is the member that would serve as the
alternate liaison with CUUG. This member would act in place of the
corporate representative when that member is unavailable. The voting
reprentative has full voting privileges, the right to attend meetings
and the right to hold office.
Corporate members are entitled to all privileges provided by the
association including the right to attend meetings and hold office;
however, corporate members do not have the right to vote. If an
employee of a company is a registered CUUG member through the company,
the membership will stay with the company if the employee leaves. The
company can transfer the membership to an individual by providing a
CUUG membership transfer in writing to CUUG.
4.02 GENERAL
The membership of the Association shall be the subscribers
to the By- laws and such other persons as are admitted to the
Association.
4.03 APPLICATION
All applications for membership in the Association shall
be submitted to the Board and upon approval by the Board the applicant
shall become a member.
4.04 MINIMUM AGE
No person shall be a member of the Association unless he
has attained 18 years of age.
4.05 FEES
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.
4.06 TERMINATION OF MEMBERSHIP
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.
4.07 TRANSFER OF MEMBERSHIP
Membership in the Association shall not be transferable between
individuals
4.08 EXPIRATION OF MEMBERSHIP
All memberships shall expire at the conclusion of the
first General Meeting in the next fiscal year.
MEETINGS OF MEMBERS
5.01 ANNUAL MEETING
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.
5.02 SPECIAL MEETINGS
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.
5.03 MEETING ON REQUISITION OF MEMBERS
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.
5.04 NOTICE
A printed, written or typewritten 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.
5.05 WAIVER OF NOTICE
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.
5.06 OMISSION OF NOTICE
The accidental omission to give notice of any meeting of
members of the Association to or the non-receipt of any notice by, any
person shall not invalidate any resolution passed or any proceeding
taken at any such meeting.
5.07 RECORD DATES
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.
5.08 CHAIRMAN OF THE MEETING
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.
5.09 VOTES
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.
5.10 RIGHT TO VOTE
Every full member of the Association in good standing
shall be entitled to one (1) vote.
5.11 ADJOURNMENT
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.
5.12 QUORUM
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.
5.13 RESOLUTION IN LIEU OF MEETING
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.
BOARD OF DIRECTORS
6.01 GENERAL
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.
6.02 NUMBER
The number of directors shall be not less than ten (10)
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.
Each company is limited to a maximum of two (2) persons that can be
directors of the Association.
6.03 VACANCIES
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.
6.04 DUTIES
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.
6.05 QUALIFICATION
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.
6.06 TERM OF OFFICE
Directors will hold office for a term of one year. No
director shall hold an office for more than three terms in succession.
During the three successive terms, the Director may be an officer for
up to two successive terms upon successful election. A term shall be
from the date of the first Board Meeting that follows the meeting at
which he is elected until the first Board Meeting after the next
elections or until his 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.
6.07 NOMINATIONS AND ELECTIONS
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 name
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 mailed 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
Past President no later than three weeks prior to the Elections.
(e) The Past President 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
theassembly 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.
6.08 CONSENT TO ELECTION
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.
6.09 REMOVAL
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.
6.10 VALIDITY OF ACTS
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 THE BOARD OF DIRECTORS
7.01 PLACE OF MEETING
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.
7.02 NOTICE
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 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.
7.03 WAIVER OF NOTICE
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.
7.04 OMISSION OF NOTICE
The accidental omission to give notice of any meeting of
Directors or of any committee of Directors to or the non-receipt of
any notice by any person shall not invalidate any resolution passed or
any proceeding taken at such meeting.
7.05 ADJOURNMENT
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.
7.06 QUORUM AND VOTING
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.
7.07 RESOLUTION IN LIEU OF MEETING
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.
COMMITTEES OF DIRECTORS
8.01 GENERAL
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.
8.03 AUDIT COMMITTEE
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.
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
9.01 GENERAL
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.
SUBMISSION OF CONTRACTS OR TRANSACTIONS
TO MEMBERS FOR APPROVAL
10.01 GENERAL
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.
10.02 BORROWING POWER
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.
CONFLICT OF INTEREST
11.01 GENERAL
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.
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
12.01 GENERAL
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.
INDEMNITIES TO DIRECTORS AND OTHERS
13.01 GENERAL
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.
OFFICERS OF THE ASSOCIATION
14.01 APPOINTMENT
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.
14.02 REMOVAL OF OFFICERS AND VACATION OF OFFICE
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.
14.03 VACANCIES
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.
14.04 CHAIRMAN OF THE BOARD
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.
14.05 PRESIDENT
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.
14.06 VICE-PRESIDENT
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.
14.07 SECRETARY
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. It shall be
the duty of the Secretary to attend all meetings of Directors, any
committee of Directors or members, and to keep accurate minutes of the
same. 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.
14.08 TREASURER
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.
14.09 ASSISTANT SECRETARY AND ASSISTANT TREASURER
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.
14.10 DUTIES OF OFFICERS MAY BE DELEGATED
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.
FINANCES
15.01 FISCAL YEAR
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.
15.02 FEES
The Board shall establish a fee structure in the form of
an Extraordinary Resolution subject to Section 22.01
15.03 USE OF THE FUNDS
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.
15.04 PROCUREMENT OF FUNDS
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.
AUDITORS
16.01 EXTERNAL AUDITOR
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.
16.02 AUDIT COMMITTEE
All books, accounts and records of the Association shall
be audited at least once every year by the Audit Committee.
16.03 INSPECTION OF RECORDS
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.
CHEQUES, DRAFTS, NOTES, ETC.
17.01 GENERAL
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.
EXECUTION OF CONTRACTS, ETC.
18.0l GENERAL
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.
ALTERATION OF BY-LAWS
19.01 GENERAL
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.
DISTRIBUTION OF PROPERTY
20.01 GENERAL
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.
NOTICES
21.01 GENERAL
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 personally to or sent by mail addressed to:
(a) the member at his latest address as shown in the records of the
Association;
and
(b) the director at his latest address as shown in the records of the
Association,
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.
21.02 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.
21.03 SIGNATURES TO NOTICES
The signature of any director or officer of the
Association to any notice must be written.
21.04 COMPUTATION OF TIME
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 or mailing.
21.05 PROOF OF SERVICE
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.
RESOLUTIONS
22.01 EXTRAORDINARY RESOLUTION
An extraordinary resolution 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 in writing to the Board. The Board shall
authorize the Secretary to submit the Resolution in writing to the
membership at least fourteen days prior to a General Meeting in which
the Resolution is to be considered.
23.01 SEAL
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
Passed by the Directors of the Association at this board meeting this
22nd day of November, 1990.
Amended by Special Resolution of the Association at this general meeting
this 23rd day of June, 1992.
BY-LAWS
By-laws relating generally to the conduct of the business
and affairs of Calgary UNIX Users' Group (hereinafter called the
"Association").
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