By-Laws | Règlements
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Corporate seal
1 The seal, an impression whereof is stamped in the margin hereof, shall be the seal of Folk Alliance Canada.
Conditions of membership
2 Membership in Folk Alliance Canada (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 (the “Board”) of the Corporation.
3 Membership may be conditional upon payment of a fee, assessment or other charge.
4 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.
5 Any member may be required to resign by a vote of two-thirds (2/3) of the members present in person or represented by proxy at an annual meeting, provided that any such member upon fourteen (14) days notice of the meeting shall be granted an opportunity to be heard at such meeting.
6 The interest of any member in the Corporation is not transferable and lapses and ceases to exist upon failure to pay the fee for membership, if any, within a time after which such fee is due as the board may prescribe from time to time.
Head office
7 Until changed in accordance with the act, the Head Office of the Corporation shall be in the City of Ottawa, in the Province of Ontario.
Board of directors
8 The property and business of the Corporation shall be managed by a board of directors consisting of a minimum of five (5) and a maximum of twenty (20) directors, the exact number of directors to be determined from time to time by the Board. No less than a majority of those in office shall constitute a quorum. Directors must be individuals, 18 years of age, with power under law to contract and each director shall themselves be a member of the Corporation. There shall be elected at least one Director from each of the five national regions: Atlantic, Quebec, Ontario, Prairie/North and B.C. From time to time, the directors may determine and reallocate the boundaries and number of regions.
Election of directors
9 All directors of the Corporation who are residents of Canada shall be directors of the Corporation.
10 Candidates for the office of Director other than those persons described in paragraph 9 hereof shall include:
(a) the slate of candidates for office proposed by the Nominating Committee, or if there is no Nominating Committee, by the Executive Committee; and
(b) the persons whose names are put in nomination by any member entitled to vote at any time before nominations are closed at the meeting of members at which the election of directors is held, provided that such nominee has consented to stand for election.
(c) any member written in on the ballot in the place provided for other nominations on the ballot form.
11 The applicants for incorporation shall become the first directors (the “First Directors”) of the corporation whose term of office on the Board shall continue until their successors are elected.
12 At the first meeting of the Board, the Board then elected shall determine the term of each of the First Directors, which shall be either one (1), two (2), or three (3) years.
13 Directors, other than the First Directors and those persons who are directors as a result of the application of paragraph 9 hereof, shall be elected for a term of three years, by the members at an annual meeting of members. In lieu of an election at an annual meeting on members, Directors may be elected by way of a ballot sent via postal mail or by any electronic medium upon prior written approval by the Board. A director shall hold office for the specified term or until a successor has been selected and qualified. Any director may be re-elected for a subsequent term, however, after serving as a director for six consecutive years, such director shall not be eligible for re-election until he has remained off the Board for one year.
14 Each member shall be entitled to vote an equal number of votes to the number of positions to be filled on the Board. Each member may vote these votes cumulatively, meaning for greater certainty, that one, some or all of the votes a member is entitled to vote at any one election of Directors may be directed in favour of one or more nominees.
15 The office of director shall be automatically vacated:
(a) if a director shall resign his office by delivering a written resignation to the secretary of the corporation;
(b) if he is found by a court to be of unsound mind;
(c) if he becomes bankrupt or suspends payment or compounds with his creditors;
(d) if at a special general meeting of members a resolution is passed by two thirds (2/3) of the members present at the meeting that he be removed from office;
(e) on death;
(f) if a director ceases to be a member of the Corporation;provided that if any vacancy shall occur for any reason in this paragraph contained, the Board by majority vote, may, by appointment, fill the vacancy with a member of the Corporation. In the event that the Board wishes to have an election, the term of the elected Director shall be equal to the remainder of the term of the Director who created the vacancy.
16 (a) Meetings of the Board 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 postal mail, to each director. If notice is by postal mail, then the notice shall be sent at least 14 days prior to the meeting. All reasonable efforts shall be made to give fourteen (14) days notice by postal mail. 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 or any adjourned meeting of the Board 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.
(b) Each director is authorized to exercise one (1) vote, except the President who is entitled to one (1) vote only in the event that there is a tie vote amongst the members of the Board present at a meeting.
(c) Any director may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or other communications facilities as permit all persons participating in the meeting to her each other, and a director participating in such meeting by such means is deemed to be present at the meeting.
(d) 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 has been passed at a meeting of directors or committee of directors by a majority of those present at the meeting.
17 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.
18 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.
19 (a) The Board may appoint such agents and engage such employees as it shalldeem 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. (b) Directors shall be reimbursed for any expenses incurred in carrying out their duties as directors of the Corporation.
Executive Committee
20 There shall be an executive committee (the “Executive Committee”) composed of the president, vice-president, secretary, treasurer and a member at large, who shall be appointed by the board of directors. The Executive Committee shall exercise such powers as are authorized by the board of directors. Any Executive Committee member may be removed by a majority vote of the Board. Executive Committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
21 Meetings of the Executive Committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of such committee. Notice by mail shall be sent at least 14 days prior to the meeting. One half of all members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Such a meeting may be conducted by telephone or other electronic communication so long as all participants can communicate simultaneously.
22 Each and every member of the Executive Committee is entitled to one (1) vote.
Committees
23 (a) There may be such Ad Hoc Committees as the Board or the Executive Committee may determine from time to time by resolution.(b) All committees other than the Executive Committee are subject to the following:
- (i) Each such committee will have as a number one director who is a member of the Board;
- (ii) Each such committee shall meet at least annually, and more frequently at the will of its Chairperson or as required by its terms of reference, and as requested by the Executive Committee or the Board. Business of committees may be conducted if a majority of committee members can participate in such a way that they are communicating simultaneously, whether in person or by electronic medium.
- (iii) The committee shall be responsible to, and report after each meeting, to the Executive Committee.
- (iv) Meetings of any of the committees formed shall be at a place and time decided upon by the chairperson of the committee.
Indemnities to directors and others
24 Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability of behalf of the corporation or any company controlled by it 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, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such person, in or about the execution of the duties of such person’s 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 such person’s own wilful neglect or default.
Powers of directors
25 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.
26 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 may prescribe.
27 The Board shall take such steps as they may deem requisite to enablethe 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.
Officers
28 The officers of the Corporation shall be directors who are also members of the Corporation and shall be a president, vice-president, secretary and treasurer and any such officers as the Board may by by-law determine. The office of Secretary and Treasurer may be held by the same person.
29 Officers of the Corporation shall be appointed by resolution of the Boardat the first meeting of the Board following the annual meeting of members at which the directors are elected.29. The officers of the Corporation shall hold office for one year 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 at any time.30. Remuneration for all officers, agents and employees and committee members may be fixed by the Board by resolution.
Duties of officers
30 The president shall be the chief executive officer of the corporation. The President shall preside at all meetings of the Corporation and of the Board. The President shall have the general and active management of the affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect.
31 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 the Vice-President by the Board.33. 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 or 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. The Treasurer 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, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The Treasurer 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, upon resolution of the board of directors, to carry on the 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. The Secretary shall give or cause to be given notice of all meetings of the members and of the Board and shall perform such other duties as may be prescribed by the Board or president, under whose supervision the Secretary shall be. The Secretary shall be custodian of the seal of the corporation which the Secretary shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.35. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them.
Execution of documents
33 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.
Meetings
34 The annual or any other general meeting of the members shall be held at the annual conference of the Folk Alliance, whether inside or outside of Canada, unless otherwise determined from time to time by the Board.
35 At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The Board 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 shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. 15% of the members, present in person or by proxy at a meeting will constitute a quorum.
36 Fourteen (14) days’ written notice shall be given to each voting member at any annual or special general meeting of members. Notice of any meeting where special business will be transacted should 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 that each member 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 proxyholder to attend and act at a specific meeting of members in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the Corporation.
47 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 for such member, director or officer.
Voting of members
38 At all meetings of members of the Corporation, every question shall be determined by a majority of votes of those present or by proxy unless otherwise specifically provided by statute or by these by-laws.
Fees
39 All members of the Corporation shall pay such annual membership fee to the Corporation as is determined from time to time, by the Board in an amount to be determined on an annual basis by the Board in consultation with the Membership Committee if there is one in existence at the time the decision is made.
Financial year
40 Unless otherwise ordered by the Board, the fiscal year end of the corporation shall be August 31st.
Amendment of by-laws
41 The by-laws of the Corporation embodied in the letters patent may be repealed or amended by by-law 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-third (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the appeal or amendment of such by-laws shall be not enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
Auditors
42 The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting. The auditors shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board.
Books and records
43 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
44 The Board 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.
Interpretation
45 In these by-laws and in all other by-laws of the Corporation hereafter passed until the context otherwise requires, words importing the singular number shall include the plural number, as the case may be, and vice versa and references to persons shall include firms and Corporations.