WHEREAS Barrie Arts and Culture Council was incorporated by Letters Patent issued on the 25th day of November 2010, for the following objects:
The establishment and operation of an arts and cultural council for the purposes of:
- supporting arts and culture in the City of Barrie and surrounding area;
- promoting and protecting the interests of artists and art organizations or communities, including dance, literary, music, theatre, visual and media arts;
- advising municipalities on matters relating to arts and culture;
- conducting research and statistical analysis of the best practices in cultural development and support;
- providing opportunities for artists to perform and/or showcase their work by organizing or initiating performing arts events or special initiatives; and
- such other complementary purposes not inconsistent with these objects.
BE IT ENACTED as a by-law Barrie Arts and Culture Council as follows:
1.00 INTERPRETATION AND CONTEXT
1.01 Definitions. In this by-law and all other by-laws and resolutions of the Corporation unless the context requires otherwise:
(a) the singular includes the plural;
(b) the masculine gender includes the feminine;
(c) “Board” means the board of directors of the Corporation;
(d) “Corporation” means Barrie Arts and Culture Council;
(e) “The Corporations Act” or “The Act” means The Corporations Act, R.S.O. 1990, c.C-38, and any statute amending or enacted in substitution therefor from time to time.
(f) “Documents” includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immoveable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings;
(g) “Effective Date” means the date set out in Article 20 herein;
(h) “Executive Officers” means the persons who hold the offices enumerated in Section 8.01;
(i) Past Presidents” means the person whose term of office as President has most recently expired and who is willing to serve as such.
1.02 All terms defined in The Corporations Act have the same meanings in this by-law and all other by-laws and resolutions of the Corporation.
2.00 HEAD OFFICE
2.01 The head office of the Corporation shall be in the City of Barrie, County of Simcoe, in the Province of Ontario and at such place therein as the Board may from time to time determine.
3.01 The seal which impressed hereon
shall be the corporate seal of the Corporation.
4.00 BOARD OF DIRECTORS
4.01 Board. The affairs of the Corporation shall be managed by a Board composed of five (5) elected directors.
4.02 Rotating Directors: The Directors shall be elected and shall retire on a rotation basis.
4.03 Term of Office. Directors shall be elected for a three (3) year term commencing at the annual meeting of members at which they are elected. Each Director shall be elected to hold office until the third annual meeting after he has been elected or until his successor has been duly elected, whichever first occurs.
4.04 Transition Provisions for Implementing Rotation System: At the first annual meeting in which the rotation system is implemented, the newly elected directors shall be divided into three (3) classes:
a) the first class shall consist of two (2) Directors elected to hold office for a term of three (3) years or until their successors are elected;
b) the second class shall consist of two (2) Directors elected to hold office for a term of two (2) years or until their successors are elected; and
c) the third class shall consist of one (1) Director elected to hold office for a term of one (1) year or until his successor is elected.
4.05 Election: At each Annual meeting following the Annual meeting in which the rotation system is implemented, a number of Directors equal to the number retiring in such year shall be elected for a term of three years or until their successors are elected.
4.06 Qualifications. Subject to Section 7.03, each director shall
(a) be an actual person at least eighteen (18) years of age;
(b) be at the date of, or become within ten (10) days after his election, and thereafter remain throughout his term, a member of the Corporation; and
(c) not be an undischarged bankrupt nor a mentally incompetent person.
If a person ceases to be a member of the Corporation or becomes bankrupt or a mentally incompetent person, he thereupon ceases to be a director, and the vacancy so created may be filled in the manner prescribed by Section 4.12.
4.07 Nominations. Candidates for the office of director shall include:
(a) the slate of candidates for office proposed by the Nominating Committee, and
(b) the persons whose names are put in nomination by any member entitled to vote at any time before nominations are closed at the meetings of members at which the election of directors is held.
4.08 Election Method. Where:
(a) the number of candidates nominated is equal to the number of vacancies to be filled, such candidates shall be acclaimed; or
(b) the number of candidates nominated is greater than the number of vacancies to be filled, the election may be by show of hands unless a ballot be demanded by any member. The candidate obtaining the highest number of votes shall be declared to be elected. Where two (2) or more candidates receive an equal number of votes, a new vote or ballot shall be taken containing only the names of the candidates who were tied and a runoff election shall be held.
4.09 Forms. The Board may prescribe the form of nomination paper and the form of a ballot, if required.
4.10 Consent of Director – A person who is elected or appointed a Director must either:
a) be present at the meeting where he/she was elected or appointed and did not refuse to act as Director; or
b) consent in writing before the meeting or within ten days of the meeting to his/her election or appointment.
A person who is elected as Director and refuses under clause a) or fails to consent under clause b) shall be deemed not to have been elected as a Director.
4.11 Vacation of Office. The office of a director shall ipso facto be vacated if the director:
(a) does not within ten (10) days after election or appointment as a director become a Voting Member of the Corporation or ceases to be a Voting Member of the Corporation;
(b) becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;
(c) is found to be a mentally incompetent person or becomes of unsound mind;
(d) if by notice in writing to the Corporation resigns office 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;
(e) dies; or
(f) is removed from office in accordance with sections 4.13 or 4.14.
4.12 Filling Vacancies. So long as a quorum of directors remains in office, a vacancy on the Board may be filled by the directors for the remainder of the vacating director’s term, from among the qualified members of the Corporation. If no quorum of directors exists, the remaining directors shall forthwith call a general meeting of members to fill the vacancies on the Board.
4.13 Removal of Directors. The members entitled to vote 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 the resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
4.14 Attendance Any Director who fails to attend, without reasonable cause as determined by the Board, fifty percent (50%) of the Board meetings held in any one fiscal period or three (3) consecutive meetings of the Board shall, if the Board by resolution so decides, be disqualified from serving as a Director. Any Director so disqualified shall thereupon cease to be a Director. The vacancy so created may be filled in the manner prescribed in section 4.12 of this by-law.
Where an Appointed Director fails to attend, without reasonable cause as determined by the Board, fifty percent of the Board meetings held in any one fiscal period or three consecutive Board meetings, the Board shall, if it by resolution so decides, ask the Municipal council, or Native Advisory Council as the case may be, that appointed the Appointed Director to appoint another Director in his/her stead.
5.0 MEETINGS OF DIRECTORS
5.01 Quorum. A quorum for the transaction of business at meetings of the Board shall be a majority of directors (which for clarity means 3 Directors). Where there is a vacancy or vacancies in the Board, the remaining directors may exercise all of the powers of the Board so long as a quorum of the Board remains in office. One those Directors in person present shall be counted in determining whether a quorum exists.
5.02 Meetings. Meetings of the Board and of the Executive Committee (if any) may be held at any place within or outside Ontario, as designated in the notice calling the meeting. Meetings of the Board may be called by the President, the Vice President, the Secretary or any two (2) directors.
5.03 Notice. Subject to the provisions of Section 5.05, notice of a Board meeting shall be delivered, mailed or telephoned to each director not less than two (2) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
If the first meeting of the Board following the election of directors by the members is held immediately thereafter, then for such meeting or for a meeting of the Board 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 directors is present.
The accidental omission to give notice of any meeting of directors, or the non-acceptance of any notice by any person shall not invalidate any resolution passed or any proceeding taken at such meeting.
5.04 Others Present. Such others as the Board may from time to time by resolution determine, shall be entitled, in the same manner and to the same extent as a director, to notice of, and personally or by his delegate to attend and to speak at, meetings of Board, but shall not be entitled to vote thereat.
5.05 Regular Meeting. The Board may appoint one or more days in each year for regular meetings of the Board at a place and time named and no further notice of the regular meeting need be given. The Board shall hold a meeting within seven (7) days following the annual meeting of the Corporation for the purpose of organization, the election and appointment of officers and the transaction of any other business.
5.06 Voting. Each Director is authorized to exercise one (1) vote. Questions arising at any meeting of the Board shall be decided by a majority of votes of those directors present at the meeting, in person or by telephone, as permitted by section 5.07 of this By-law. In the case of an equality of votes, the Board Chair shall have a second or casting vote in addition to an original vote.
5.07 Telephone Participation. If all of the directors consent thereto in advance, generally or in respect of a particular meeting, and all directors have equal access, a director may participate in a meeting of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting. The Secretary shall ensure each particular meeting is handled in a secure fashion. Quorum shall be established by a verbal roll call conducted by the Secretary at the beginning of each particular meeting. Each vote cast by a director participating by teleconference call shall be recorded in the minutes by the Secretary.
5.08 Written Resolutions. Any by-law or resolution signed by all the directors is as valid and effective as if passed at a meeting of the directors duly called, constituted and held for that purpose.
6.0 REMUNERATION OF DIRECTORS
6.01 Remuneration of Directors. The directors of the Corporation shall serve without remuneration, but shall be entitled to be paid for their travelling and other out of pocket expenses properly incurred by them attending meetings of the Board or the Members of the Corporation, and while performing other Board duties.
7.0 INTERESTED DIRECTOR CONTRACTS OR CONFLICT OF INTEREST POLICY
7.01 Declaration of Interest. Subject to the provisions of the Act, where a conflict of interest occurs, or where a director of the Corporation is in any way, whether directly or indirectly, interested in a contract, arrangement or proposed contract or arrangement with the Corporation, the director shall:
(a) Declare such interest or conflict of interest at the first meeting of the Board after which he became so interested, or such conflict occurred;
(b) Request that his declaration be recorded in the minutes of that meeting; and
(c) Not vote on any resolution concerning the contract, arrangement, or proposed contract or arrangement, or the subject matter of the conflict of interest.
A conflict of interest occurs when a Board member’s own personal interests are not, may not be or have the appearance of not being, compatible with those of the organization.
In supplement of and not by way of limitation upon any rights conferred upon directors by the Act and specifically subject to the provisions contained in the Act, it is declared that no director shall be disqualified from, or vacate, any such office by reason of, being in any way directly or indirectly interested or contracting with the Corporation as vendor, purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which the director is in any way directly or indirectly interested as vendor, purchaser or otherwise. Subject to compliance with 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 voided or voidable and no director shall be liable to account to the Corporation or any of their members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.
7.02 Submission of Contracts or Transactions to Members for Approval. The Board in its discretion may submit any contract, act or transaction with the Corporation 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 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 any such meeting (unless any different or additional requirement is imposed by the Act or by the constituting documents of any of the Corporation) shall be as valid and as binding upon the Corporation and upon all the members as though it has been approved, ratified or confirmed by every member of the Corporation.
7.03 No director shall be a paid employee of the Corporation.
7.04 Code of Conduct: The Board may adopt a code of conduct and conflict of interest policy, which may be amended by the Board from time to time.
8.01 Executive Officers: The Board shall annually or as often as may be required, elect a President and one or more vice- Presidents, and appoint a Secretary and a Treasurer from among themselves. One person may hold more than one office except the offices of President and Vice-President If the same person holds the offices of Secretary and Treasurer, he/she shall be known as the Secretary-Treasurer. Each officer of the Corporation shall serve only so long as he/she is a Director.
8.02 President. The President shall, when present preside as Chair at all meetings of the Board, the Executive Committee (if any) and the members. The President shall supervise the affairs and operations of the Corporation, sign all documents requiring his signature, and have the other powers and duties from time to time prescribed by the Board or incident to his office.
8.03 Vice-President. During the absence or inability to act of the President, his duties and powers may be exercised by the Vice-President. If the Vice-President exercises any of those duties or powers, the absence or inability to act of the President shall be presumed with reference thereto. The Vice-President shall also perform the other duties prescribed from time to time by the Board or incident to his office.
8.04 Secretary. The Secretary shall attend all meetings of the Board and of the Executive Committee (if any) to record all facts and minutes of those proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation and shall perform the other duties from time to time prescribed by the Board or Executive Committee (if any) or incident to his office.
8.05 Treasurer. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in the bank or banks from time to time designated by the Board or Executive Committee (if any). He shall disburse the funds of the Corporation under the direction of the Board or Executive Committee (if any), taking proper vouchers therefor, and shall render to the Board or Executive Committee (if any), whenever required of him an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall co-operate with the auditors of the Corporation during any audit of the accounts of the Corporation and perform the other duties from time to time prescribed by the Board or Executive Committee (if any) or incident to his office.
8.06 Other Officers. The Board may appoint other officers, including without limitation, HonoraryOfficers, and agents (and with such titles as the Board may prescribe from time to time) as it considers necessary and all officers shall have the authority and perform the duties from time to time prescribed by the Board. The Board may also remove at its pleasure any such officer or agent of the Corporation.
The duties of all other officers of the Corporation appointed by the Board or Executive Committee (if any) shall be such as the terms of their engagement call for or the Board or Executive Committee (if any) prescribes.
8.07 Remuneration of Officers. The remuneration of all officers appointed by the Board shall be determined from time to time by resolution of the Board.
8.08 Vacancies. If the office of any officer of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Board by resolution may appoint a person to fill such vacancy.
9.0 FOR THE PROTECTION OF DIRECTORS AND OFFICERS
9.01 Indemnities of Directors. Every director and officer of the Corporation and his heirs, executors, administrators, estate, effects, and assigns, 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,
(a) all costs, charges and expenses whatsoever which the director or officer sustains or incurs in or about any action, suit or proceeding which 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 the costs, charges or expenses occasioned by his own wilful neglect or default.
The Corporation shall also indemnify any such person 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 extend permitted by the Act or law.
9.02 Protection of Directors and Officers. No directors or officers 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 or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the money or belonging to the Corporation shall be place out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited 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 wrongful and wilful act or through his own wrongful and wilful neglect or default.
9.03 Responsibility for Acts. 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.
10.00 EXECUTIVE COMMITTEE
10.01 Constitution. The board, whenever it consists of more than six (6) members, may from time to time elect from any its number an Executive Committee consisting of such number of members, not less than three (3), as the Board may by resolution determine; preferable though not necessarily the Executive Committee shall be composed of the Executive Officers. Each member of the Executive Committee shall serve during the pleasure of the Board and, in any event, only so long as he shall be a director. The Board may fill vacancies in the Executive Committee by election from among its number. If and whenever a vacancy shall exist in the Executive Committee, the remaining members may exercise all its powers so long as a quorum remains in office.
10.02 Powers. During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise, subject to any regulations which the Board may from time to time impose, all the powers of the Board in the management and direction of the affairs and business of the Corporation in such manner as the Executive Committee shall deem best for the interest of the Corporation in all cases in which specific directions shall not have been given by the Board.
10.03 Procedures. Subject to Section 10.04, 10.05 and 10.06 and to any regulations imposed from time to time by the Board, the Executive Committee shall have power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure from time to time. The Executive Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, and at least a summary thereof shall be submitted to the Board at least annually.
10.04 Quorum. No business may be transacted by the Executive Committee except at a meeting of its members at which a quorum of the Executive Committee is present.
10.05 Place of Business. Meeting of the Executive Committee may be held at the head office of the Corporation or at any other place within or outside Ontario as specified in the notice calling the meeting.
10.06 Other Directors Present. Each director shall be entitled to speak but not to vote at any meeting of the Executive Committee at which he is present. However, no director who has not been elected to the Executive Committee shall be entitled to notice of any meeting of the Executive Committee, and his presence shall not be included for the purpose of calculating a quorum.
11.01 Nominating Committee. There shall be a standing committee of the Board to be known as the Nominating Committee. The Nominating Committee shall:
(a) prepare a slate of one or more candidates for each office which will be vacant and for which an election is to be held at or after the annual meeting;
(b) accept any addition written nominations for elected office any time prior to the holding of annual elections, but this does not preclude the Chairman of the annual meeting from accepting further nominations from the floor at the time of the election;
(c) make recommendations to the Board names of persons to fill vacancies in office or on the Board or on committees that occur throughout the year.
11.02 Committees. The Board may from time to time appoint any other committee or committees, as it deems necessary or appropriate for such purposes and with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. The Board may remove any committee member and may fix any remuneration for such committee members.
11.03 Except as otherwise provided by by-law of the Corporation, all committees are subject to the following:
(a) the Chairman and members shall be appointed by the Board from among the members of the corporation who are qualified to hold office, for a term of one (1) year, and may be reappointed for one or more additional terms of one (1) year;
(b) the Committee shall meet at least annually, and more frequently at the will of its Chairman or as required by its terms of reference;
(c) the Committee shall be responsible to, and report after each meeting to the Board;
(d) the Committee may establish its own rules of procedure and may appoint subcommittees.
12.01 Classes of Members: The Corporation shall have two (2) classes of members – Regular and Honourary.
12.02 Regular Members: Regular Membership in the Corporation shall consist of the applicants for incorporation of the Corporation and other persons as are admitted as members by Resolution of the Board.
12.03 Applications. Unless otherwise determined by the Board, applicants for membership in the Corporation shall be admitted upon payment of the prescribed fee, if any.
12.03 Voting. Each Member, Regular and Honorary, shall be entitled to vote in any proceedings of the Corporation.
12.04 Honorary Members – The Board may, by resolution, nominate any person aged eighteen or over who has given distinguished service to the Corporation, or whom the Board otherwise deems appropriate, as an Honorary member of the Corporation. Upon accepting the Board’s nomination, the nominee becomes an Honorary member of the Corporation.
No more than five members may be created in any one fiscal year. Honorary memberships terminate at the end of the year in which it was nominated or earlier by resolution of the Board or if the Honorary member resigns.
An Honorary member is exempt from membership dues or assessments.
12.05 Holding Office. All Members shall be qualified to hold office in the Corporation as a director.
12.06 Revocation of Membership. Any member may be expelled from the Corporation for cause by a two-thirds (2/3) vote taken by ballot of the members present and eligible to vote at an annual or other general meeting of members.
12.07 Termination of Membership. A membership in the Corporation automatically terminates upon the happening of any of the following events:
(a) If the person, in writing, resigns as a member of the Corporation;
(b) if the member dies;
(c) if a person is expelled from the Corporation pursuant to Section 12.06; or
(d) if an assessment under the authority of Section 12.08 remains unpaid for more than sixty (60) days after notice of the assessment has been given to the member.
Notwithstanding termination of membership, a former member remains liable for any assessment levied under the authority of Section 12.08 prior to termination of his membership.
12.08 Membership Dues. membership dues, assessments and similar obligations (“assessments”) may only be levied if authorized by:
(a) three-quarters (3/4) of the members of the Board; and
(b) two-thirds (2/3) of the votes of members eligible to vote and present in person or by proxy at an annual or other general meeting, notice of which shall include notice of intention to seek such authority.
Notice of an assessment shall be mailed to each member.
12.09 Rules and Regulations. The Board may from time to time enact rules and regulations relating to the rights and obligations of the members of the Corporation, but such rules and regulations shall not conflict with or be inconsistent with this By-law or the constituting documents of the Corporation.
12.10 Liability of Members. Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.
13.0 MEETINGS OF MEMBERS
13.01 Annual Meeting. The annual meeting of the members shall be held within 6 months following the Corporation’s end of the fiscal year, and within 15 months after the last annual meeting, within Ontario, at a time, place and date determined by the Board, for the purpose of:
(a) hearing and receiving the reports and statements required by the Corporation Act to be read at and laid before the Corporation at an annual meeting;
(b) electing such directors as are to be elected at such annual meeting;
(c) appointing the auditor and fixing or authorizing the Board to fix his remuneration; and
(d) the transaction of any other business properly brought before the meeting.
13.02 General Meeting. The Board may at any time call a general meeting of members for the transaction of any business, the general nature of which is specified in the notice calling the meeting. A general meeting of members may also be called by the members as provided in the Corporation Act.
13.03 Notice of Meetings. Notice of the time, place and date of meetings of members and the general nature of the business to be transacted shall be given at least ten (10) days before the date of the meeting to each member (and in the case of an annual meeting to the auditor of the Corporation ) by sending by prepaid mail, fax transmission or e-mail to the last address or number of the addressee shown on the Corporation’s records, or by publication at least once a week for two consecutive weeks next preceding the meeting in a newspaper or newspapers circulated in the municipality or municipalities in which the majority of the members of the Corporation reside.
Notice of any meeting where special business will be transacted should contain sufficient information to permit the members to form a reasoned judgement on the decision to be taken.
13.04 Quorum. Four (4) members present in person constitutes a quorum at a meeting of members, and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of such business.
13.05 Voting by Members. Unless otherwise required by the provisions of the Corporation Act or the by-laws of the Corporation, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by members entitled to vote. In the case of an equality of votes, the Chairman presiding at the meeting has a second or casting vote.
13.06 Proxies. Every member, including a corporate member, entitled to vote at meetings of members may be means of a proxy appoint a person who need not be a member as his nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be in writing, shall be executed by the member entitled to vote or his attorney authorized in writing, or, if the member is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized, and ceases to be valid one year from its date. Subject to the requirements of the other form as the Chairman of the meeting may accept as sufficient and shall be deposited with the Secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Board may prescribe.
13.07 Show of Hands. At all meetings of members every question shall be decided by a show of hands unless otherwise required by a by-law of the Corporation or unless a poll is required by the Chairman or requested by any member entitled to vote, present in person shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairman that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
13.08 Chairman. In the absence of the President, or the Vice-President, the members entitled to vote present at any meeting of members shall choose another director as Chairman and if no director is present or if all the directors present decline to act as Chairman, the members present shall choose one of their number to be Chairman.
13.09 Polls. If at any meeting a poll is requested on the election of a Chairman or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of the poll.
13.10 Adjournments. Any meeting of members may be adjourned to any time and from time to time and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meeting.
14.00 EXECUTION OF DOCUMENTS
14.01 Cheques, Drafts, Notes, Etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the officer or officers or person or persons and in the manner from time to time prescribed by the Board.
14.02 Execution of Documents. Documents requiring execution by the corporation may be signed by the President or a Vice-President and the Secretary or the Treasurer, or any two (2) directors, and all documents so signed are binding upon the Corporation without any further authorization or formality. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The corporate seal of the Corporation shall when required, be affixed to documents executed in accordance with the foregoing.
14.03 Books and Records. The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are regularly and properly kept.
15.00 BANKING ARRANGEMENTS
15.01 The Board shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust company, or other corporation carrying on a banking business that the Board has designated as the Corporation’s banker, to have the authority set out in the resolution including, unless otherwise restricted, the power to:
(a) operate the Corporation’s accounts with the banker;
(b) make, sign, draw, accept, endorse, negotiate, lodge or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money of the Corporation;
(c) issue receipts for and orders relating to any property of the Corporation;
(d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and
(e) authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the banking business.
15.02 Deposit of Securities. The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
16.00 BORROWING BY THE CORPORATION
16.01 Subject to the limitations set out in the by-laws or in the Letters Patent of the Corporation, the Board may:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertaking, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
16.02 From time to time, the Board may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to money so borrowed or to be borrowed as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
17.00 FINANCIAL YEAR
17.01 The financial year of the Corporation shall terminate on the 31st day of December each year or such other date as the Board may from time to time by resolution determine.
18.01 Computation of Time – In computing the date when notice must be given under any provision in the by-law requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice is, unless otherwise provided, included.
18.02 Omissions and Errors – The accidental omission to give notice of any meeting of the Board or members or the non-receipt of any notice by any Director or member or by the auditor of the Corporation or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Director, member or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.
19.00 BY-LAWS AND AMENDMENTS, ETC.
19.01 Enactment. By-laws of the Corporation may be enacted, repealed, amended, altered, added to or re-enacted in the manner contemplated in, and subject to the provisions of, the Corporations Act.