ONE - Interpretation

TWO - Transaction of the Affairs of the Union

THREE - Membership

FOUR - Fees and Dues

FIVE - Directors

SIX - Officers

SEVEN - Meetings of Members

EIGHT - Scientific Meetings

NINE - Notices

TEN - Protection of Directors and Officers

ELEVEN - Auditor

TWELVE - Bylaws

THIRTEEN - Rules and Regulations

FOURTEEN - Awards

Be it enacted as a Bylaw of the Union as follows:

ARTICLE ONE - INTERPRETATION

1.01 Definitions: In this Bylaw and all other Bylaws of the Union, unless the context otherwise requires:

• "Act" means the Canada Corporations Act and any Act that may hereinafter be substituted therefore, as from time to time amended;
• "Board" means the Board of Directors of the Union;
• "Letters Patent" means the letters patent incorporating the Union as from time to time mended and supplemented by supplementary letters patent;
• "Meetings of Members" includes an annual meeting of members and a special meeting of members;
• "Special Meeting of Members" includes a meeting of any class or classes or members, as well as a special general meeting of members;
• "Union" means the corporation without share capital incorporated under the Act by letters patent dated and named Canadian Geophysical Union - Union Geophysique Canadienne; and
• words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

ARTICLE TWO - TRANSACTION OF THE AFFAIRS OF THE UNION

2.01 Head Office: Until changed in accordance with the Act, the head office of the Union shall be in the City of Ottawa, in the Regional Municipality of Ottawa-Carleton, in the Province of Ontario.

2.02 Seal: The seal of the Union shall be in the form impressed heron.

2.03 Fiscal Year: The Directors may from time to time fix the fiscal year of the Union or may change it. Until otherwise fixed by the Directors by Resolution, the fiscal year of the Union shall end on the 31st day of December in each year.

2.04 Execution of Instruments: Contracts, documents or any instruments in writing requiring the signature of the Union may be signed by any two (2) of the President, Vice- President, Secretary or Treasurer, or by any one (1) of the foregoing and a Director, and all contracts, documents and instruments in writing so signed shall be binding upon the Union without any further authorization or formality. The Board of Directors shall have the power from time to time by Resolution to appoint any Officer or Officers, person or persons on behalf of the Union either to sign contracts, documents and instruments in writing. Any person authorized to sign an instrument of behalf of the Union may affix the Corporate Seal thereto. The term "Contracts, documents or any instrument in writing" as used herein shall include deeds, transfers, mortgages, charges, conveyances and assignments of property, both real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, certificates and all paper writings.

 2.05 Banking Arrangements: The banking business of the Union shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board. Such baking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize by Resolution. All such banking business, shall be transacted on the Union's behalf by one (1) or more Officers or other persons as the Board may designate, direct or authorize from time to time by Resolution. Such baking business shall include the operation of the Bank Accounts of the Union; the making, signing, drawing, accepting, endorsing, negotiating, depositing, or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts; and the execution of any agreements relating to such banking business.

ARTICLE THREE - MEMBERSHIP

3.01 Classes of Membership: There shall be five classes of membership in the Union, namely:

1. full members;
2. associate members;
3. student members;
4. corporate members; and
5. contributing members.

1. Geophysical Scientists, and students of the Geophysical Sciences, who subscribe to the objectives of the Union are eligible to join as full and student members respectively;
2. Members of other specified societies or associations may join the Union as associate members. The identification of such other specified societies or associations and the terms under which associate membership of the Union my be extended to members of other specified societies shall be determined by the Bylaws of the Union, properly ratified by the membership;
3. Corporations operating in the field of the Geophysical Sciences and wishing to promote or advance the objects of the Union may join the Union as Corporate members. The eligibility of such Corporations and the terms under which such Corporations may obtain a Corporate membership in the Union shall be determined by the Bylaws of the Union, properly ratified by the membership;
4. Any person who is otherwise eligible for membership in the Union as a full, associate, student or corporate member, and who, in any year, wishes to make a capital contribution to the Union in an amount prescribed by the Board of Directors in addition to the annual fee set by the Board of Directors for his or her membership class, may join the Union in such years as a contributing member;
5. All five categories of members will be accorded equal privileges within the Union.

1. Members of the Geological Association of Canada;
2. Members of the Canadian Association of Physicists;
3. Members of the Canadian Institute of Geomatics;
4. Members of the Canadian Meteorological and Oceanographic Society;
5. Members of the American Geophysical Union;
6. Members of the European Geosciences Union;
7. Members of the Société Québécoise de Géophysique, and
8. Members of the Canadian Geomorphology Research Group.
   

3.05 Term of Membership: The interest of a member in the Union is not transferable. Membership may be suspended or terminated by the Board upon failure of the member to pay the fee for membership, within such time frames prescribed by the Board from time to time. Membership shall terminate upon the death of the member or upon the member resigning from membership, or otherwise ceasing to be a member in accordance with he Bylaws of the Union.

3.06 Resignation: A member may resign by a resignation in writing with shall be effective upon delivery of the resignation or a copy thereof to the Board.

3.07 Removal: The Board may pass a Resolution authorizing the removal of a member for cause from the register of members of the Union. No such Resolution shall be put before the Board until after the member in question has been notified in writing of the cause and afforded an opportunity of a Hearing before the Board. The Board shall notify any such members of the act which, in their opinion, is improper or detrimental to the Union and of the time and place of the meeting of the Board at which the member in question will be heard. Such notice shall be given at least one (1) week prior to such meeting.

ARTICLE FOUR - FEES AND DUES

4.01 Annual Dues: Each member shall pay the annual fees for his or her class of membership as may be determined by the Board of Directors. Such fees shall be in addition to any fees or dues payable by associate members to any other society or association with which membership privileges are arranged. The Board of Directors may, be Resolution, enter into agreements with such other societies or associations to collect the annual dues of the associate members and to notify the Treasurer of the Union of the payment of same. Such fees shall also be in addition to any annual capital contribution prescribed by the Board for contributing members.

4.02 Suspension for Arrears: A member who is in arrears in the payment of his or her annual dues shall not be entitled to vote at any meeting of the members. Any privileges of membership, including the privilege of receiving any publications of the Union, may be suspended by the Board of directors in respect of any member who is in arrears in the payment of annual dues. Membership may be terminated by the Board of Directors for failure of a member to pay the annual fee within six months of the date when such fee became due.

4.03 The Board may prescribe the amount of an annual capital contribution which may be made by any member in any year, in addition to such member's annual fees for his or her class of membership, the payment of which would entitle the member to membership as a contributing member for such year.

ARTICLE FIVE - DIRECTORS

5.01 Number of Directors and Quorum: The affairs of the Union shall be managed by its Board of Directors. Until changed in accordance with the Act, the number of Directors shall be four (4) of whom two (2) shall constitute a quorum. In the management of the affairs of the Union, the Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Union, which are not by the Bylaws of the Union or under the Act expressly directed or required to be done by the Union at general meetings of the members.

5.02 Qualification: No person shall be qualified as a Director unless he or she is a member and is eighteen (18) or more years of age; provided that if a person who is not a member is elected a Director, such person may so qualify by becoming a member within ten (10) days after the date of his or her election.

5.03 The Applicants for incorporation shall become the first Directors of the Union, whose term of office on the Board of Directors shall continue until their successors are elected. At the first meeting of members, a Board of Directors shall be elected to replace the first Directors named in the Letters Patent of the Union.

5.04 Election and Term: The Board of Directors shall be elected at each annual meeting of members, to hold office until the next annual meeting, or until their successors are elected or appointed. The election may be by a show of hands, or by ballot if demanded by any member or if directed by the Board by Resolution.

5.05 The Regular Ticket: At least sixty (60) days prior to the annual meeting of members, the Board shall prepare and mail to the members a list of nominations for the Office of Director, which list shall comprise the regular ticket of candidates for the Office of Director.

5.06 Special Ticket: Any ten (10) members may nominate a ticket, which shall be called a Special Ticket, for one (1) or more candidates for the Office of Director, by mailing their ticket to the Secretary of the Union. All Special Tickets reaching the Secretary at least forty (40) days prior to the annual meeting of members, together with the names of the members nominating each Special ticket, shall be mailed to the members at least thirty (30) days prior to the annual meeting.

5.07 Teller Committee: In the event of an election of directors conducted by ballot, the Directors may appoint a Teller Committee to count the ballots and announce the results at the annual meeting.

5.08 Vacation of Office: The Office of a Director shall be vacated upon the occurrence of any of the following events: (a) if a receiving order is made against him or her or if he or she makes an assignment under the Bankruptcy Act and Insolvency; (b) if an order is made declaring him or her to be a mentally incompetent person or incapable of managing his or her affairs; (c) upon his or her on death; or (d) if by notice in writing to the Secretary of the Union, he or she resigns from Office.

5.09 Removal of Directors: The members may, by Resolution passed by at least two-thirds (2/3) of the votes cast thereon at a special meeting of members called for the purpose, remove any Director before the expiration of his or her term of Office and may, by majority vote, elect any person in his or her stead for the remainder of the term.

5.10 Vacancies: Any vacancy on the Board may be filled for the remainder of the Director's term of Office either by the members at a special meeting of members called for the purpose or by the Board if the remaining Directors constitute a quorum.

5.11 Calling of Meetings: Meetings of the Board shall be held from time to time at the call of the Board or the President or any two (2) Directors. Notice of the time and place of every meeting so called shall be given to each Director not less than forth-eight (48) hours (excluding Saturdays, Sundays and bank holidays) before the time when the meeting is to be held, except in the case of notice by mail, in which case a minimum of fourteen (14) days notice shall be provided, save that no notice of a meeting shall be necessary if all the Directors are present or if those absent waive notice or otherwise signify their consent to such meeting being held.

5.12 First Meeting of New Board: Provided a quorum of Directors be present, each newly-elected Board may without notice hold its first meeting immediately following the meeting of members at which such Board is elected.

5.13 Regular Meetings: The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any Resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting.

5.14 Place of Meeting: Meetings of the Board shall be held at the head office of the Union or elsewhere in Canada or, if the Board so determines or all absent Directors consent, at some place outside Canada.

5.15 Chair: The President or, in the President's absence, the Vice-President, shall be Chair of any meeting of Directors; and, if no such Officer be present, the Directors present shall choose one (1) of their number to be Chair.

5.16 Decision by Vote: At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. Each Director is authorized to exercise one (1) vote. In the case of an equality of votes, the Chair of the meeting shall have the casting vote.

5.17 Declaration of Interest: It shall be the duty of every Director of the Union who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Union, to declare such interest to the extent, in the manner and at the time required by the Act and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement if and when prohibited by the Act.

5.18 No Remuneration: The Directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office. The Directors may be paid their traveling and other out-of-pocket expenses properly incurred by them in attending meetings of the Board or of the members. No confirmation by the members of any such payment shall be required.

5.19 Committees: The Board may from time to time appoint such Committee or Committees, including an Executive Committee, as it deems necessary or appropriate for such purposes and with such powers as are authorized by the Board of Directors. Any such Committee may formulate its own rules of procedure, subject to this Bylaw and such regulations or directions as the Board may from time to time make. Any committee member may be removed by a majority vote of the Board. committee members shall receive no remuneration for serving as such, but may be paid their reasonable expenses, authorized by the Board, incurred in the exercise of their duty. Meetings of the Committee shall be held at any time and place to be determined by the members of such Committee, provided that in the case of an Executive Committee, notice of such meetings shall be given to each member in the same manner as set out in this Bylaw for meetings of the Board, and the provisions of this Bylaw for meetings of the Board, and the provisions of this Bylaw as to quorum for a meeting of the Board shall apply to a meeting of an Executive Committee.

ARTICLE SIX - OFFICERS

6.01 Officers: The Union shall have as Officers a President, a Vice-President, a Secretary and a Treasurer who shall be directors of the Association. In addition, the Union shall have as Officers a past President and such other Officers as the Board of Directors may determine from time to time. The same person may hold both the Office of Secretary and the Office of Treasurer, in which case he or she shall be known as the Secretary-Treasurer.

6.02 Election of Officers: Officers of the Union shall be elected at the first meeting of the Board after each election of Directors. In default of such election, the then incumbents shall hold office until their respective successors are elected. A vacancy occurring from time to time in such offices may be filled by the Board. A Resolution of the Board of Directors shall be necessary for the election or appointment of the said Officers. The Board may appoint and remove such Officers and Agents and employees as it shall deem necessary, who shall have such authority and shall perform such functions or duties and receive such remuneration as from time to time shall be prescribed by the Board.

6.03 President: The President shall have the general management and direction, subject to the authority of the Board, of the organization and transaction of the affairs of the Union. The President, if present, shall preside at all meetings of members and Directors. The President shall sign all instruments which require his or her signature and shall perform all duties incident to this Office, and shall have such other powers and duties as may from to time be assigned to the President by the Board.

6.04 Past President: The past President shall be responsible for the continuity of certain projects or operations, as prescribed by the Board.

6.05 Vice-President: During the absence or inability of the President, his or her duties shall be performed and his or her powers shall be exercised by the Vice-President. If the Vice-President exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. The Vice-President shall also perform such duties and exercise such powers as the President may from time to time delegate to him or the Board may prescribe.

6.06 Secretary: The Secretary shall give, or cause to be given, all notices required to be given to members, Directors and auditors including notices of all meetings, and in the case of any special meeting of the members, shall include in each notice a statement of the business to be transacted at the meeting. The Secretary shall attend all meetings of the Directors and of the members and shall enter or cause to be entered in books kept for the purpose, minutes of all proceedings at such meetings. The Secretary shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Union, and of all books, papers, records, documents and other instruments belonging to the Union, except such as relate to the function of the Treasurer and except such as have been entrusted by the Board to some other officer or agent. The Secretary shall, under the direction of the Board, have charge of the editing, printing and distribution of all publications and other printing published by the Union or ordered by the Board. The Secretary shall keep a complete list of the names and addresses of the members and shall perform such other duties as may from time to time be prescribed by the Board or the President.

6.07 Treasurer: The Treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the funds of the Union and, under the direction of the Board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Union; the Treasurer shall render to the Board whenever required an account of all of his or her transactions as Treasurer and of the financial position of the Union. The Treasurer, under the direction of the Board, shall have signing authority on behalf of the Union for banking purposes. The Treasurer shall deposit all funds in the name of the Union in a bank or trust company designated by the Board, and shall deposit such securities and other investments in the custody of a bank or trust company designated by the Board. The Treasurer shall keep records of all of his or her receipts and disbursements of funds and other financial transactions, and of the funds, securities and to her investments of the Union in his or her custody, and upon the direction of the Board, shall exhibit his or her records, accounts and vouchers relating to the funds, securities and other investments of the Union in his or her custody. The Treasurer shall submit an annual report to the Board of all his or her receipts and disbursements of funds and other financial transactions on behalf of the Union during the preceding fiscal year, and of the funds, securities and other investments of the Union in his or her custody at the close of the fiscal year. The Treasurer shall perform such other duties as the Board of the President may prescribe.

6.08 Duties of Other Officers: The duties of all other Officers of the Union shall be such as the terms of their engagement call for or as the Board or the President may prescribe. Any of the powers and duties of an Officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board or the President otherwise directs.

6.09 Variation of Duties: From time to time the Board may vary, add to or limit the powers and duties of any Officer.

6.10 Agents and Attorneys: The Board shall have power from time to time to appoint agents or attorneys for the Union in or out of Canada with such powers of management or otherwise (including the power to appoint as may be thought fit).

6.11 Fidelity Bonds: The Board may require such Officers, employees and agents of the Corporation as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the Board may from time to time prescribe.

6.12 Vacancy: If any Office of the Union shall be or become vacant by reason of the death, resignation, disqualification or otherwise of the holder of such Office, the Directors by Resolution may elect or appoint an Officer to fill such vacancy.

6.13 Limitation Upon Consecutive Terms of Office: No person shall be eligible to serve more than two consecutive terms in office as either the President or the Vice-President of the Union.

ARTICLE SEVEN - MEETINGS OF MEMBERS

7.01 Annual Meeting: The annual meeting of the members shall be held at such time and on such day in each year as the Board or the President may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be placed before the annual meeting, electing Directors, appointing auditors and for the transaction of such other matters as may properly be brought before the meeting.

7.02 Special Meetings: The Board, the President, or any two (2) Directors, shall have the power to call a special meeting of members at any time. The Board shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights.

7.03 Place of Meetings: Meetings of members shall be held at the head office of the Union or elsewhere in the municipality in which the head office is situate or, pursuant to section 7.05 or if the Board shall so determine, at some other place in Canada. The members may resolve that a particular meeting of members be held outside Canada, provided that every meeting of members at which Directors are elected shall be held within Canada.

7.04 Notice of Meetings: Notice of the time and place of each meeting of members shall be given in the manner hereinafter provided, not less that sixty (60) days before the day on which the meeting is to be held in the case of an annual meeting, and not less than thirty (30) days before the day on which the meeting is to be held in the case of a special meeting. Notice shall be given to each member of record at the close of business on the day on which the notice is given. Notice of a special meeting of members shall state the general nature of the matters to be considered at the special meeting and shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member that he or she has the right to vote by proxy. The auditors of the Union are entitled to receive all notices and other communications relating to any meeting of members that any member is entitled to receive.

7.05 Meetings without Notice: A meeting of members may be held at any time and place without notice if all the members entitled to vote thereat are present in person or represented by proxy or waive notice of, or otherwise consent to, such meeting being held, and at such meeting any matters may be considered which the Union at a meeting of members may transact.

7.06 Chair, Secretary and Scrutineers: The President or, in the President's absence, the Vice-President shall be Chair of any meeting of members; if no such Officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote thereat shall choose one of their number to be Chair. If the Secretary of the Union is absent, the Chair shall appoint some person, who need not be a member, to act as Secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by a Resolution or by the chair with the consent of the meeting.

7.07 Persons Entitled to be Present: The only persons entitled to attend a meeting of members shall be those entitled to vote thereat, the auditors of the Union and others who, although not entitled to vote, are entitled or required under any provision of the Act or the letters patent or by Bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the meeting or with the consent of the meeting.

7.08 Quorum: A quorum for the transaction of business at any meeting of members shall be twenty (20) persons present in person and each entitled to vote thereat. Two (2) members present in person and each entitled to vote thereat shall be a quorum of any meeting of members for the purpose of the adjournment of the meeting.

7.09 Right to vote: At any meeting of members, every person shall be entitled to vote who is at the time of the meeting entered in the books of the Union as a member of the Union.

7.10 Proxies: At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him or her, the same voting rights that the member appointing him or her would be entitled to exercise if present at meeting. A proxy must be a member. An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the Secretary of the Union or of the meeting or as may be directed in the notice calling the meeting.

7.11 Votes to Govern: At any meeting of members, every question shall, unless otherwise required by the letters patent or Bylaws of the Union or by the Act, be determined by the majority of votes cast on the question.

7.12 Show of Hands: Except in the case of the election of Directors, in which case the chair may prescribe a vote by poll, any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required by the Chair or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one (1) vote. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the Chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any Resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.

7.13 Polls: After a show of hands has been taken on any question, the Chair may require, or any person entitled to vote on the question may demand a poll thereon. A poll may also be prescribed by the Chair in the case of the election of Directors. A poll so required, prescribed or demanded shall be taken in such manner as the Chair shall direct. A demand for a poll may be withdrawn at anytime prior to the taking of the poll. Upon a poll, each person present shall be entitled to one (1) vote, and the result of the poll shall be the decision of the members upon the said question. The Chair may appoint a Teller committee for the purposes of distributing, collecting and counting the ballots.

7.14 Casting Vote: In case of an equality of votes at any meeting of members either upon a show of hands or upon a poll, the Chair of the meeting shall be entitled to an additional or casting vote.

7.15 Adjournment: The Chair at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

ARTICLE EIGHT - SCIENTIFIC MEETINGS

8.01 Scientific Meetings: The Union may hold scientific meetings, in the discretion of the Board, in order to promote the objectives for which the Union exists. These meetings may be run independently, in conjunction with the annual meeting of the members or any of its affiliated societies, or in cooperation with another organization or association with which it will prove beneficial in promoting the objectives of the Union. Sections, committees and working groups formed in accordance with Article 3.04, may hold scientific meetings as and when they see fit in order to promote the objectives for which they exist. These meetings may be run independently or in conjunction with the annual or special meetings of the members, or in cooperation with another section, committee or working group or another association or society with which it may prove beneficial in promoting the objectives of the section, committee or working group.

ARTICLE NINE - NOTICES

9.01 Method of Giving Notice: Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the Bylaws or otherwise to a member, Director, Officer or auditor shall be sufficiently given if delivered to his or her last address as recorded in the books of the Union or if mailed by prepaid ordinary mail addressed to him or her at his or her last address as recorded in the books of the Union or if sent to him or her at his or her said address by any means of transmitted or recorded communication, including telephone transmission of a facsimile of the notice (facsimile transmission). The Secretary may change the address on the Unions books of any member, Director, Officer or auditor in accordance with any information believed by the Secretary to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; a notice sent by any means of transmitted or recorded communication, other than facsimile transmission, shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch, and a notice sent by facsimile transmission shall be deemed to have been given on the date of transmission of same.

9.02 Computation of Time: In computing the date when notice must be given under any provision requiring a specified number of day's notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

9.03 Omissions and Errors: The accidental omission to give any notice to any member, Director, Officer or auditor or the non-receipt of any notice by any member, Director, Officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

9.04 Waiver of Notice: Any member or his or her duly appointed proxy or representative, Director, Officer or auditor may waive any notice required to be given to him or her under any provision of the Act or the letters patent or the Bylaws of the Union, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

9.05 Signature: Signature to any notice to be given by the Union may be written, stamped, type-written or printed or partially written, stamped or type-written or printed.

9.06 Certification of Notice: A Certificate of the Secretary or other duly authorized Officer of the Union in office at the time of the making of the Certificate as to the facts in relation to the mailing or delivery of any notice to any member, Director, Officer or auditor, or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, Director, Officer, or auditor of the Union as the case may be.

ARTICLE TEN - PROTECTION OF DIRECTORS AND OFFICERS

10.01 Limitation of Liability: No Director or Officer of the Union 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 other act for conformity, or for any loss, damage or expense happening to the Union through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Union, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Union shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Union shall be deposited, or for any loss occasioned by any error of judgment or oversight on his [or her] part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of  his or her office or in relation thereto unless the same shall happen through his or her own wilful neglect or default.

10.02 Indemnity: Every Director and Officer of the Union and his or her 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 Union from and against:

(a) all costs, charges and expenses whatsoever that such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office; and

(b) all other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs of the Union;

ARTICLE ELEVEN - AUDITOR

11.01 Appointment and Remuneration: The members shall at each annual meeting appoint an auditor to audit the accounts and Financial Statements of the Union for report to the members at the next annual meeting and to hold office until the next annual meeting, provided that the Directors may fill any casual vacancy in the office of the Auditor. The remuneration of the Auditor shall be fixed by the Board of Directors.

ARTICLE TWELVE - BYLAWS

12.01 Repeal and Amendment: The Bylaws of the Union may be repealed or amended by Bylaw enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two - thirds (2/3) of the members at a special meeting duly called for the purpose of considering the said Bylaw; provided that the enactment, repeal or amendment of such Bylaw shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

ARTICLE THIRTEEN - RULES AND REGULATIONS

13.01 Rules and Regulations: The Directors may, from time to time, make rules and regulations with respect to the carrying out of the provisions of this Bylaw in respect of the management of the affairs of the Union and they may, from time to time, repeal or amend any such rules and regulations.

ARTICLE FOURTEEN - AWARDS

14.01 J. Tuzo Wilson Medal: The Union may award, once each year at its annual meeting, an award in recognition of outstanding contribution to the Canadian Geophysical Sciences, to be known as the J. Tuzo Wilson Medal. The recipient of the medal will be decided by the Board of Directors, which will be guided and advised by a special committee struck for that purpose. The Board of Directors or the special committee may seek recommendations from the membership regarding candidates for the award.

14.02 Awards to be Established by the Board: The Board of Directors may establish such other medals, awards, bursaries, scholarships, fellowships or research grants to be conferred, bestowed or awarded by or on behalf of the Union to any person or Corporation for the recognition of achievement or contribution to the Geophysical Sciences, or for the advancement or promotion of the Geophysical Sciences. The Board of Directors may establish a special committee to recommend candidates for the award, to review and determine the merits of the contributions made by each candidate or to recommend a recipient to the Board.
 

                PASSED by the Directors and sealed with the seal of the Union,
this ______ day of _____________ , 199_.

                                                            Signed by Garry Clark, President
                                                                              Ronald Kurtz, Secretary

                SANCTIONED by the members this ______ day of ____________, 199_.

                                                            Signed by Ronald Kurtz, Secretary
 

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