Canadian Geophysical Union / Union Géophysique Canadienne
By-Law no. 1
A by-law relating generally to the conduct of the affairs of
The Canadian Geophysical Union / Union Géophysique Canadienne
TABLE OF CONTENTS
1.01 Definitions: In this Bylaw and all other Bylaws of the Union, unless the context otherwise requires:
1.02 Intepretation: In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
1.03 Execution of Documents: Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.04 Financial Year End: The financial year end of the Corporation shall be determined by the board of directors.
1.05 Banking Arrangements: The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
1.06 Annual Financial Statements: The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
SECTION TWO - MEMBERSHIP
2.01 Membership Conditions:
SECTION THREE - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
3.01 Membership 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, by 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.
3.02 Termination of Membership: A membership in the Corporation is terminated when:
3.03 Discipline of Members: The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
SECTION FOUR - MEETINGS OF MEMBERS
4.01 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.
4.02 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.
4.03 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.
4.04 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. Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
4.05 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.
4.06 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.
4.07 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.
4.08 Quorum: A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.09 Votes to Govern: At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
4.10 Absentee Voting by Mail Ballot: Pursuant to subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that:
SECTION 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 five (5) 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. The Board may appoint up to three (3) additional members on a temporary or more permanent basis.
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 Applicants for Incorporation: 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 biennially at the annual meeting of members, to hold office for a period of two (2) years. The President and Vice President shall serve for a two (2) year period and may not be elected for two (2) consecutive terms. Normally the Vice President shall immediately succeed the President. The Treasurer and Secretary may be re-elected for consecutive terms. The Past President shall serve for a two (2) year term. 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: In the event that the President is unable to complete his/her term in office he/she will be automatically replaced by the Vice President. Any other vacancy on the Board may be filled for the remainder of the Director's term of Office by the Board if the remaining Directors constitute a quorum. In the event that there is not a quorum of the Board then replacements may be voted by the members at a special meeting of members called for the purpose.
SECTION SIX - MEETINGS OF DIRECTORS
6.01 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.
6.02 Notice of Meetings: 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. No notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings: The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such 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 except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
6.04 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 and all absent Directors consent, at some place outside Canada or by teleconference.
6.05 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.
6.06 Persons entitled to be present: The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
6.07 Chair of the Meeting: 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 members who are present and entitled to vote at the meeting shall choose one (1) of their number to be Chair.
6.08 Votes to Govern: At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
6.09 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.
SECTION SEVEN - OFFICERS
7.01 Officers: The Union shall have as Officers a President, a Vice-President, a Secretary a Treasurer and a Past President who shall constitute the Board of directors. In addition, the Union shall have 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. The Union may appoint an Executive Director and determine his or her duties, terms of office and remuneration; the Executive Director will be an Independent Contractor providing services, and not an employee of CGU.
7.02 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 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.
7.03 Description of Offices: Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
7.04 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.
7.05 Committees: The Board may from time to time appoint such Committee or Committees, including an Executive Committee, or other advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such Committee may formulate its own rules of procedure, subject to this By-law and such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution 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 By-law for meetings of the Board, and the provisions of this By-law for meetings of the Board, and the provisions of this By-law as to quorum for a meeting of the Board shall apply to a meeting of an Executive Committee.
7.06 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. From time to time the Board may vary, add to or limit the powers and duties of any Officer.
7.07 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).
7.08 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.
7.09 The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
7.10 Vacancy in office: In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
SECTION EIGHT - NOTICES
8.01 Method of Giving Notices: Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
8.02 Invalidity of any provisions of this by-law: The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and errors: The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION NINE - DISPUTE RESOLUTION
9.01 Mediation and Arbitration: Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism: In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
SECTION TEN - EFFECTIVE DATE
10.01 Effective Date :
Subject to matters requiring a special resolution of the members, this by-law shall be effective when made by the board.