HANG GLIDING AND PARAGLIDING ASSOCIATION OF
CANADA /
ASSOCIATION CANADIENNE DE VOL LIBRE
CORPORATION
(the "Corporation")
CORPORATE SEAL
- The seal, an impression whereof is stamped in the margin
hereof, shall be the seal of the Corporation.
MEMBERSHIP
- 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.
- Members shall pay a membership fee at such
time and in such amount as may be set from time to time
by the BoD.
- 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membership fee shall be deemed to have withdrawn from the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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- At an AGM or special meeting of Members, 25 Members
shall constitute a quorum.
- 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
- 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.
- Directors shall be elected by the Members of the
Corporation.
- The number of Directors shall be determined from
time to time by a majority of the Members at an annual meeting
of the Members.
- 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.
- 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.
- The office of Director shall be automatically vacated:
- 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;
- if the Director has resigned his office
by delivering a written resignation to the President
and/or Secretary of the Corporation; and
- on death.
- 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
- 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.
- 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
- 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.
- 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.
- A majority of Directors in office shall constitute
a quorum.
- Each Director is authorized to exercise one (1)
vote. A resolution shall be carried by a majority
of the votes of Director present.
- 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
- 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.
- 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.
- Officers shall be subject to removal by resolution
of the BoD at any time.
- The remuneration of the officers shall be set
by the BoD.
DUTIES OF OFFICERS
- The president shall preside at all meetings of
Members and all meeting of the BoD.
- The vice president shall, in the absence or disability
of the president, perform the duties and exercise
the powers of the president.
- 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.
- 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.
- The safety chair shall be responsible for the
implementation of the safety policies and regulations
of the Corporation.
INDEMNITIES TO DIRECTORS AND OTHERS
- 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:
- 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;
- 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
- 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
- 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
- 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.
- The auditor shall audit the accounts of the Corporation
and make a report to the Members at every AGM.
INTERPRETATION
- 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.
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