Français Join/Renew Search Contact Us Log In

HANG GLIDING AND PARAGLIDING ASSOCIATION OF CANADA /
ASSOCIATION CANADIENNE DE VOL LIBRE CORPORATION
(the "Corporation")

CORPORATE SEAL

  1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.

MEMBERSHIP

  1. Membership in the Corporation shall be granted to any person ("Member") whose application for admission as a Member has met the guidelines set by the Board of Directors ("BoD") of the Corporation.
  2. Members shall pay a membership fee at such time and in such amount as may be set from time to time by the BoD.
  3. Any Member who fails to pay the Corporation's membership fee shall be deemed to have withdrawn from the Corporation. Furthermore, any Member may be expelled by a resolution to that effect at a meeting of the BoD and shall be carried by a 85% majority of the vote of Directors present.
  4. Any Member who withdraws or is expelled from the Corporation shall forthwith forfeit all rights, claim and interest arising from, or associated with, membership in the Corporation.

MEMBERS' MEETING

  1. An Annual General Meeting ("AGM") of Members will be held annually within 90 days after the end of the Corporation's fiscal year in a place selected by the BoD of the Corporation. AGM may be attended in person or held through electronic means that permit Members to communicate adequately with each other.
  2. The BoD shall call a special meeting of Members on a written requisition of Members carrying no less than 15% of the voting rights. The BoD may otherwise call a special meeting of Members at their discretion. Special meeting of Members may be attended in person or held through electronic means that permit Members to communicate adequately with each other.
  3. The BoD can approve the holding of an AGM or special meeting of Members by a majority vote of the Directors present at a meeting of the BoD. Members shall be given notice of an AGM or a special meeting of Members no later than 30 days before the meeting. The notice shall contain sufficient information to allow the Members to form a reasoned judgment on the issues to be tabled.
  4. Members shall be given notice of an AGM or a special meeting of Members by mail, by electronic means such as e-mail or facsimile, by a notice in a regular Corporation publication sent to all Members individually or by a notice on the Corporation web site.
  5. Each Member at an AGM or a special meeting of Members shall have one (1) vote. A resolution shall be carried by a 75% majority of the vote of Members present.
  6. At an AGM or special meeting of Members, 25 Members shall constitute a quorum.
  7. Each member shall consent in advance to all AGM or special meeting of Members held through electronic means. At all meetings of Members held through electronic means, the Secretary shall be responsible for the security of communications to the level specified by the BoD. The Secretary shall be responsible to record the number of Members in attendance to verify that the quorum has been established.

BOARD OF DIRECTORS

  1. The property and business of the Corporation shall be managed by a BoD, comprised of a minimum of three directors ("Director"). Directors must be individuals, 18 years of age, with power under law to contract.
  2. Directors shall be elected by the Members of the Corporation.
  3. The number of Directors shall be determined from time to time by a majority of the Members at an annual meeting of the Members.
  4. The applicants for incorporation shall become the first Directors of the Corporation whose term of office on the board of Directors shall continue until their successors are elected.
  5. The term of office of Directors shall be determined from time to time by a majority of the Members at an annual meeting of the Members.
  6. The office of Director shall be automatically vacated:
    1. if at a special meeting of Members, a resolution is passed by 75% of the Members present at the meeting that he be removed from office;
    2. if the Director has resigned his office by delivering a written resignation to the President and/or Secretary of the Corporation; and
    3. on death.
  7. Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such. A Director may be compensated for reasonable expenses incurred by him in the performance of his duties as Director. Nothing herein contained shall be construed to preclude any Director from serving the Corporation as an officer or in any other capacity and receiving compensation therefore.

POWER OF DIRECTORS

  1. The BoD of the Corporation will administer the affairs of the Corporation in all things and will 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.
  2. The BoD may appoint such agents and engage such employees as it shall deem necessary from time to time and may delegate to such persons the authority to perform such duties as shall be prescribed by the BoD.

DIRECTORS’ MEETINGS

  1. Meetings of the Directors may be held at any time and place to be determined by the Directors provided that the meeting is approved by 75% of the Directors of the Corporation. Meetings may be attended in person or held through electronic means that permit Directors to communicate adequately with each other. The BoD can approve the holding of a meeting of the Directors by a majority vote of the Directors.
  2. Directors will be given notice of a meeting of Directors by mail or by electronic means such as e-mail or facsimile no later than seven days before the meeting.
  3. A majority of Directors in office shall constitute a quorum.
  4. Each Director is authorized to exercise one (1) vote. A resolution shall be carried by a majority of the votes of Director present.
  5. Each Director shall consent in advance to all meetings of the Directors held through electronic means. At all meetings of the Directors held through electronic means, the Secretary shall be responsible for the security of communications to the level specified by the BoD. The Secretary shall be responsible to record the number of Directors in attendance to verify that the quorum has been established.

OFFICERS

  1. The officers of the Corporation shall be a president, vice-president, secretary, treasurer, safety chair and any such other officers as the BoD may by by-law determine.
  2. Officers of the Corporation shall be appointed by resolution at a meeting of the BoD. The officers of the Corporation shall hold office for one year from the date of appointment or until their successors are appointed in their stead.
  3. Officers shall be subject to removal by resolution of the BoD at any time.
  4. The remuneration of the officers shall be set by the BoD.

DUTIES OF OFFICERS

  1. The president shall preside at all meetings of Members and all meeting of the BoD.
  2. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president.
  3. The secretary shall attend all meetings of the Members and all meetings of Directors and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall be the custodian of the seal of the Corporation, which he shall deliver only when authorized by a resolution of the BoD to do so and to such person or persons as may be named in the resolution.
  4. 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. He shall render to the president and Directors at the regular meeting of the Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation.
  5. The safety chair shall be responsible for the implementation of the safety policies and regulations of the Corporation.

INDEMNITIES TO DIRECTORS AND OTHERS

  1. Every Director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on 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:
    1. all costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any fact, deed, matter of things whatsoever, made, done or permitted by him, in or about the lawful execution of the duties of his office or in respect of any such liability;
    2. 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 his own willful neglect or default.

EXECUTION OF DOCUMENTS

  1. Contracts, documents or any instruments in writing requiring that signature of the Corporation, shall be signed by the president or the vice president, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.

AMENDMENT OF BY-LAWS

  1. The by-laws of the Corporation not embodied in the letters patent, may be repealed or amended by by-law, or by a new by-law relating to the requirements of subsection 155(2) of the Canada Corporation Act, may be enacted by a majority of the Directors at a meeting of the Directors and sanctioned by an affirmative vote of at least three-quarter (3/4) of the Members at a meeting of Members duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

AUDITORS

  1. The Members shall appoint an auditor at each AGM. The auditor shall not be a Director, officer or employee of the Corporation, or of an affiliated corporation, nor be associated with any Director, officer or employee unless the Members have so consented. The auditor need not be a professional accountant.
  2. The auditor shall audit the accounts of the Corporation and make a report to the Members at every AGM.

INTERPRETATION

  1. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number of the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and Corporations.
Apr 27 2008   Top Top