Ottawa Valley Computer Club Inc.
A by-law relating generally to the conduct of the affairs of the
1. Interpretation. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
(a) "Act" means the Corporations Act, R.S.O. 1980, c.95 as
from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;
(b) "Regulations" means the Regulations made under the Act as from time to time amended and every regulation that may be
substituted therefor and, in the case of such substitution, any
references in the by-laws of the Corporation to provisions of the
Regulations shall be read as references to the substituted
provisions therefor in the new regulations;
(c) "by-law" means any by-law of the Corporation from time to time in force and effect;
(d) all terms which are contained in the by-laws of the
Corporation and which are defined in the Act or the Regulations
made thereunder shall have the meanings given to such terms in the Act or such Regulations; and
(e) words importing the singular number only shall include the plural and vice versa and words importing a specific gender shall include other genders and the words "person" shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number of aggregate of persons; and
(f) the headings used in the by-laws are inserted for
reference purposes only and are not to be considered or taken intoaccount in construing the terms and provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
2. Head office. The head office of the Corporation shall be inthe City of Pembroke in the Province of Ontario (subject to change by special resolution) and at such place within the Province of Ontario where the head office is from time to time situate as the directors of the Corporation may from time to time by resolution fix.
3. Seal. The seal, an impression whereof is stamped in the
margin hereof, shall be the seal of the Corporation.
4. Duties and number. The affairs of the Corporation shall be managed by the board of directors who may exercise all such powers and do all such things as may be exercised or done by the
Corporation that are not by-laws or any special resolution of the
Corporation or by statute expressly directed or required to be done in some other manner. The board of directors shall consist of the number of directors set out in the letters patent or such number of directors as may be determined from time to time by special resolution.
5. Qualifications. Every director shall be eighteen (18) or
more years of age and, subject to section 286 of the Act, shall be a member of the Corporation or shall become a member of the
Corporation within ten (10) days after his election or appointment as a director.
6. Terms of office and vacancies. The directors' term of
office shall be from the date of the meeting at which they are
elected or appointed until the annual meeting next following or
until their successors are elected or appointed. So long as there
is a quorum of directors in office, any vacancy occurring in the
board of directors may be filled for the remainder of the term by
the directors then in office, if they shall see fit to do so;
otherwise such vacancy shall be filled at the next annual meeting
of the members at which the directors for the ensuing year are
elected, but if there is not a quorum of directors, the remaining
directors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no directors then in
office, the meeting may be called by any member. If the number of
directors is increased between terms, a vacancy or vacancies , to
the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
7. Vacation of office. The office of a director shall ipso
facto be vacated:
(a) if he does not within ten (10) days after his election or appointment as a director become a member, or if he ceases to be a member of the Corporation; or
(b) if he becomes bankrupt or suspends payments of his debts
generally or compounds with his creditors or makes an authorized
assignment or is declared insolvent; or
(c) if he is found to be a mentally incompetent person or
becomes of unsound mind; or
(d) if by notice in writing to the Corporation he resigns hisoffice which resignation shall be effective at the time it is
received by the Corporation or at the time specified in the notice, whichever is later; or (e) if he dies; or (f) if he is removed from office by the members in accordance with paragraph.
8. Election and removal. Directors shall be elected yearly by the members in general meeting on a show of hands unless a poll is demanded and if a poll is demanded such election shall be by ballot. The whole board of directors shall retire at the general meeting at which the yearly election of directors is to be made but, subject to the provisions of this by-law, shall be eligible for re-election; provided always that the members of the
Corporation may, by resolution passed by at least two-thirds (2/3)of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before expiration of his term of office and may, by majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
9. Executive Committee. Subject to section 70 of the Act and
in the event that the number of directors on the board of directors is greater than six (6), the directors may elect from among their number an executive committee consisting of not fewer than three (3) directors and, subject to the by-laws and resolutions of the board of directors, may delegate to such executive committee any of the powers of the board of directors. Subject to the by-laws and resolutions of the board of directors, the executive committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit, provided, however, that if the executive committee is authorized to fix its quorum, such quorum shall not be less than a majority of its members. This paragraph 9 and the other provision of this by-law referring to the executive committee shall not be effective unless and until this by-law has been confirmed by at least two-thirds (2/3) of the votes cast at a general meeting of the members duly called for that purpose.
MEETINGS OF DIRECTORS
10. Place of meeting. Meetings of the board of directors and
of the executive committee (if any) may be held either at the head office or at any place within or outside Ontario.
11. Notice. A meeting of the board of directors may be
convened by the President of the Board, a Vice-President who is a
director or any two directors at any time and the Secretary, when
directed or authorized by any of such officers or any two
directors, shall convene a meeting of directors. The notice of any meeting convened as aforesaid need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 33 of this by-law not less than two (2) days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place; provided always that a director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business; provided further that meetings of directors may be held at any time without notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent directors waive notice before or after the date of such meetings.
If the first meeting of the board of directors following the
election of directors by the members is held immediately
thereafter, then for such meeting or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice shall be necessary to the newly elected or appointed directors or director in order to legally constitute the meeting, provided that a quorum of the directors is present.
12. Omission of Notice. The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at such meeting.
13. Adjournment. Any meeting of directors may be adjourned
from time to time by the President of the meeting, with the consent of the meeting, to a fixed time and place. Notice of any adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
14. Regular meetings. The board of directors may appoint a day or days in any month or months for regular meetings of the board of directors at a place or hour to be named by the board of directors and a copy of any resolution of the board of directors fixing the place and time of regular meetings of the board of directors shall be sent to each director forthwith after being passed, but not further notice shall be required for any such regular meetings.
15. Quorum. The number of directors which shall form a quorum for the transaction of business shall be that which is set out in the letter patent, supplementary letters patent or a special resolution of the Corporation and, in the event of no such provision, a standing majority of the directors shall form a quorum for the transaction of business. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directors.
16. Voting. Questions arising at any meeting of directors
shall be decided by a majority of votes. In case of an equality of votes the President of the meeting in addition to his original vote shall have a second or casting vote.
REMUNERATION OF DIRECTORS
17. Remuneration of directors. The directors shall serve
without remuneration and no director shall directly or indirectly
receive any profit from his position as such; provided that a
director may be reimbursed for reasonable expenses incurred by him in the performance of his duties.
SUBMISSION OF CONTRACTS OR TRANSACTIONS
TO MEMBERS FOR APPROVAL
18. Submission of contracts or transactions to members for
approval. The board of directors in its discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the members or at any general meeting of the members called for the purpose of considering the same and, subject to the provisions of section 71 of the Act, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at such meeting shall be as valid and as binding upon the Corporation and upon all the members as though it had been approved, ratified or confirmed by every member of the Corporation.
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
19. Conflict of interest. In supplement of and not by way of
limitation upon any rights conferred upon directors by section 71
of the Act, it is declared that no director shall be disqualified
by his office from, or vacate his office by reason of, holding any office or place or profit under the Corporation or under any
corporation in which the Corporation shall be a shareholder or by
reason of being otherwise in any way directly or indirectly
interested or contracting with the Corporation either as a vendor,purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the
Corporation in which he is in any way directly or indirectly
interested either as vendor, purchaser or otherwise nor shall any
director be liable to account to the Corporation or any of its
members or creditors for any profit arising from any such office or place of profit; and, subject to the provisions of section 71 of the Act, no contract or arrangement entered into by or on behalf of the Corporation in which any director shall be in any way directly or indirectly interested shall be avoided or voidable and no director shall be liable to account to the Corporation or any of its members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship. A director who is any way directly or indirectly interested in a proposed contract with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such director shall vote on any resolution to approve such contract.
20. For the protection of directors and officers. Except as
otherwise provided in the Act, no director or officer for the time being of the Corporation 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 act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wilful neglect or default. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall
have an interest in a person who is employed by or performs
services for the Corporation, the fact of his being a director or
officer of the Corporation shall not disentitle such director or
officer or such person, as the case may be, from receiving proper
remuneration for such services.
INDEMNITIES TO DIRECTORS AND OTHERS
21. Indemnities to directors. Every director of the
Corporation, heirs, executors and administrators, and estate and
effects, respectively, may, with the consent of the Corporation,
given at any meeting of the members, 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 whatsoever that he
sustains or incurs in or about any action, suit or proceeding is
brought, commenced or prosecuted against him for or in respect of
any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office; and
(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 his own wilful neglect or default.
The Corporation shall also indemnify any director in such
other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law to the extent permitted by the Act or law.
22. Appointment. The board of directors shall annually or
oftener as may be required elect a President from among themselves and shall appoint a Secretary and if deemed advisable may appoint annually or oftener as may be required one Vice-President and a Treasurer. Notwithstanding the foregoing, each incumbent officer shall continue in office until the earlier of
(i) his/her resignation,
(ii) the appointment of his/her successor,
(iii) his/her ceasing to be a director or member of the
Corporation if such is a necessary qualification of his/her
(iv) the meeting at which the directors annually appoint the
officers of the Corporation. A director may be appointed to
any office of the Corporation but, subject to section 291 of
the Act, the said officers shall be members and directors of
the Corporation. Two or more of the aforesaid offices may be
held by the same person. The board of directors may from time to time appoint such other officers and agents as it shall
deem necessary including a Manager, Technical Officer,
Education Officer, and Development Officer who shall have such authority and shall perform such duties as may from time to
time be prescribed by the board of directors.
23. Remuneration and removal of officers. The remuneration of all officers elected or appointed by the board of directors shall be determined from time to time by resolution of the board of directors. The fact that any officer or employee is a director or member of the Corporation shall not disqualify him from receiving such remuneration as an officer or employee as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the board of directors at any time, with or without cause.
24. Powers and duties. All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the board of directors; subject however, to any special resolution of the Corporation.
25. Duties of officers may be delegated. In case of the
absence or inability to act of any officer of the Corporation or
for any other reason that the board of directors may deem
sufficient, the board of directors may delegate all or any of the
powers of any such officer to any other officer or to any director for the time being.
26. President. The President shall be the chief executive
officer of the Corporation unless otherwise determined by special
resolution of the Corporation or resolution of the board of
directors. He shall, subject to any special resolution of the
Corporation, when present, preside at all meetings of the board of directors, the executive committee, if any, and members of the
27. Vice-President. The Vice-President shall be vested with
all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President.
28. Secretary. The Secretary shall give or cause to be given
notices for all meetings of directors or the executive committee,
if any, and members when directed to do so and have charge of the
minute books of the Corporation and of the documents and registers referred to in section 300 of the Act.
29. Treasurer. Subject to the provisions of any resolution of the board of directors, the Treasurer shall have the care and
custody of all the funds and securities of the Corporation and
shall deposit the same in the name of the Corporation in such bank or banks or with such depositary or depositaries as the board of directors may direct. He shall keep or cause to be kept the books of account and accounting records referred to in section 302 of the Act. He may be required to give such bond for the faithful performance of his duties as the board of directors in their uncontrolled discretion may require but no director shall be liable for failure to require bond or for the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.
30. Vacancies. If the office of any officer of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors shall in the case of the President and Chairman of the Board, if any, elect a person to fill such vacancy and in the case of the Secretary appoint a person to fill such vacancy, and may, in the case of any other office, appoint a person to fill such vacancy.
31. Annual Meeting. Subject to compliance with section 293 of the Act, the annual meeting of the members shall be held at any place within Ontario on such day in each year and at such time as the directors may by resolution determine or, in the absence of such determination, at the place where the head office of the Corporation is located.
32. General Meetings. Other meetings of the members may be
convened by the President or the Vice-President who is a director
and member or by the board of directors at any date and time and at any place within Ontario or, in the absence of such determination, at the place where the head office of the Corporation is located.
33. Notice. A printed, written, typewritten or electronic
notice stating the day, hour and place of meeting and the general
nature of the business to be transacted shall be given by serving
such notice on each member entitled to notice of such meeting and
to the auditor of the Corporation not less than thirty days (30) days (exclusive of the day of mailing and of the day for which notice is given) before the date of the meeting.
34. Waiver of Notice. A member and any other person entitled
to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where a such person attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
35. Omission of notice. The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any member or members or by the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
36. Votes. Every question submitted to any meeting of members shall be decided in the first instance by a show of hands and in the case of an equality of votes the chairman of the meeting shall both on a show of hands and at a poll have a second or casting vote in addition to the vote or votes to which he may be otherwise entitled.
No member shall be entitled either in person or by proxy to
vote at meetings of members of the Corporation unless he was a
fully paid member at least 60 days prior to the meeting.
At any meeting unless a poll is demanded a declaration by the chairman of the meeting that a resolution has been carried or
carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be conclusive evidence of
A poll may be demanded either before or after any vote of
hands by any person entitled to vote at the meeting. If at any
meeting a poll is demanded on the election of a chairman or on the question of adjournment it shall be taken forthwith without
adjournment. If at any meeting a poll is demanded on any other
question or as to the election of the directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairman of the meeting
directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
37. Chairman of the meeting. The President, or in his absence, the Vice-President shall chair the meeting. If the President and Vice-President are absent the persons who are present and entitled to vote shall choose another director as chairman of the meeting and if no director is present or if all the directors present decline to take the chair then the persons who are present and entitled to vote shall choose one of their number to be chairman.
38. CLASSES OF MEMBERSHIP AND FEES
1. The membership shall be divided into three classes, namely voting members, junior members and honourary members.
(a) Voting members:
Voting members shall consist of the applicants for
incorporation of the Corporation and such other individuals as
shall be admitted by the directors on payment of such entrance fees and compliance with such conditions of membership as are imposed by the directors from time to time. Voting members shall be the only members who are entitled to receive notice of meetings of members or to vote at such meetings or to hold office as directors of the Corporation.
(b) Junior Members:
A member of less than eighteen (18) years of age shall be
entitled to be a junior member only.
(c) Honourary Members:
The directors of the Corporation may confer on any individual
an honourary membership in any of the classes of membership and
such honourary membership in a class shall carry with it the
privileges of such class, excepting the right to vote.
2. All members shall be liable to the Corporation for such
fees as are imposed from time to time by the directors. A member
who does not pay any fee determined by the directors within the
time fixed for payment (or within 30 days after notification has
been mailed to him by prepaid registered post requiring such
payment if that is later) shall automatically cease to be a member, but on payment of all unpaid fees and assessments may be reinstated in the discretion of the directors.
3. Membership in the Corporation shall not be assignable or
transferable. Any member may withdraw from the Corporation by a
written resignation delivered or mailed by registered mail to the
Corporation; provided that notwithstanding any such resignation,
the member so resigning shall remain liable to the Corporation in
respect of any fees, dues or other moneys then outstanding and
unpaid, unless the board of directors shall decide otherwise.
The directors may suspend all or any of the membership privileges
of any member for such length of time, not exceeding one year, as
they see fit on any of the following ground:
(a) Breach of or non-compliance with Corporation rules
established by the directors;