CANADIAN ASSOCIATION OF FREEDIVING AND APNEA
BY-LAWSDefinitions & Interpretation
Powers of Directors
Indemnification of Directors and Officers
Duties of Officers
Financial and Records
1.1 In the letters patent and these bylaws
a) "Corporation" means the Canadian Association of Freediving and Apnea,
b) "directors" means the directors of the Corporation, acting as a body,
c) "Act" means the Canada Corporations Act,
d) the singular includes the plural and vice versa,
e) persons include associations and corporations,
f) "member" means a member in good standing of the Corporation,
g) "AGM" means the annual general meeting of the Corporation,
h) "general meeting" means a meeting of the members of the Corporation, and includes the AGM,
i) "by-laws" means these by-laws, and
j) "special resolution" means a resolution of which notice has been given to all members, approved by two-thirds of the members present at a general meeting,
1.2 The by-laws not embodied in the letters patent may be repealed or amended by by-law. A new by-law relating to the requirements of subsection 155(2) of the Act may be enacted by a majority of the directors at a meeting of the directors and sanctioned by a special resolution, provided that the repeal or amendment of such by-laws must not be enforced or acted upon until the approval of the Ministry of Industry has been obtained.
1.3 The directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations have force and effect only until the next AGM when they must be confirmed and, failing such confirmation, they cease to have any force or effect.
1.4 Until changed in accordance with the Act, the head office of the Corporation must be in the Greater Vancouver Regional District in the Province of British Columbia.
2.1 Membership in the Corporation is limited to persons interested in furthering the objects of the Corporation, and consists of anyone whose application for admission as a member has been approved by the directors.
2.2 Applications for membership must be
a) in writing, and
b) accompanied by any fees or annual dues payable.
2.3 Membership fees or dues, if any, must be set by the directors.
2.4 There are three classes of member:
a) Individual members, who must be natural persons. An individual member residing in the area of a regional member must also be a member of that regional member.
b) Associate members, which must be corporations and associations, and which may be represented by an authorized representative appointed in writing.
c) Regional members, which must be incorporated bodies governing freediving in a defined area of Canada. The membership of a regional member must be approved by the directors, and that approval must be ratified by simple majority vote at a general meeting. All members of a regional member must also be members of the Corporation.
2.5 A member ceases to be a member on
a) resigning in writing,
c) if an associate member, on dissolution or winding-up,
d) being expelled, or
e) having been a member not in good standing for three months.
2.6 A member becomes a member not in good standing on failure to pay
a) membership dues or fees by or before the time set by the directors for their payment, or
b) a debt due and owing to the Corporation.
2.7 A member can only be expelled by special resolution. The notice of the special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion. The member who is the subject of the proposed expulsion must be given an opportunity to be heard before the special resolution is voted on.
2.8 Every member must uphold the letters patent and comply with these bylaws.
3.1 The AGM must be held within 90 days after the end of the corporation's fiscal year, in the city where the head office of the Corporation is located.
3.2 At every AGM, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditor must be presented, and the auditor appointed for the ensuing year. The members may consider and transact any business either special or general at any general meeting.
3.3 The directors or the president or the vice-president have the power to call, at any time, a general meeting.
3.4 The directors must call a general meeting on written requisition of not less than 10% of the voting members. The requisition must set out the purpose of the meeting.
3.5 a) Five voting members present in person constitute a quorum.
b) No business, other than the election of a chair and the adjournment or termination of the meeting, can be conducted at a general meeting at a time when a quorum is not present.
c) If at any time during a general meeting there ceases to be quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
3.6 Fourteen (14) days' written notice must be given to each member and to the auditor of every general meeting. Notice of any general meeting where special business will be transacted must contain sufficient information to permit members to form a reasoned judgment on the decision to be taken. Notice of each general meeting must remind each member if the member has the right to vote by proxy. Notice of a general meeting is taken to have been received
a) if sent by facsimile transmission or electronic mail, on the day it was sent,
b) if sent by post, five days after the day it was sent.
3.7 Each individual member present at a general meeting has one vote. Associate members, and individual members who are also members of a regional member, must not vote. A regional member has a number of votes equal to the number of its members in good standing.
3.8 An individual member who is not a member of a regional member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific general meeting, in the manner and to the extent authorized by the proxy. A proxyholder must be a member.
3.9 A simple majority of the votes cast by the voting members present determines a question at a general meeting, except where the vote or consent of a greater number of members is required by the Act or these by-laws.
3.10 No error or omission in giving notice of any general meeting or any adjourned general meeting invalidates such meeting or makes void any proceedings taken thereat. Any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purposes of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer is the last address recorded on the books of the Corporation. Every member must promptly notify the head office of the Corporation in writing of any change in the member's name, address, telephone number, facsimile number, or e-mail address.
3.11 The president, the vice-president, or in the absence of both, one of the other directors present, must preside as chair of a general meeting.
3.12 If at a general meeting
a) there is no president, vice-president, or other director present within 15 minutes after the time set for the meeting, or
b) the president and all other directors present are unwilling or unable to act as chair,
the members present must choose one of their number to be chair.
3.13 a) A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
b) When a general meeting is adjourned for more than 14 days, notice of the adjourned meeting must be given as in the case of the original meeting.
c) Except as provided in by-law 3.13, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
3.14 Subject to the Act and these by-laws, Bourinot's Rules of Order govern all general meetings and proceedings of the directors.
3.15 a) A resolution proposed at a general meeting must be seconded, and the chair may move or propose a resolution.
b) In case of a tie vote the chair of a general meeting does not have a casting or second vote, and the proposed resolution fails.
c) Voting is by show of hands. If, prior to the vote, three or more voting members request a poll, then a poll must be taken.
4.1 The property and business of the Corporation must be managed by the directors. There must be at least three directors, or such greater number as may from time to time be set at an AGM. Directors must be individual members, at least 18 years of age, with the power under law to contract.
4.2 The applicants for incorporation are the first directors, and their term of office ends at the first general meeting. At the first general meeting, the directors then elected replace the directors named in the Letters Patent of the Corporation.
4.3 Directors must be elected for a term of one year at each AGM.
4.4 The election of directors may, at the sole discretion of the directors, be by mail ballot of all individual members. In such case, the directors must ensure that there are fair, reasonable and published policies governing nominations and elections procedures.
4.5 The office of a director is vacated if the director
b) ceases to be an individual member,
c) resigns in writing,
d) is found by a court to be of unsound mind,
e) is absent from three regular directors' meetings in one year without the consent of the directors,
f) becomes bankrupt or suspends payment or compounds with the director's creditors, or
g) is removed from office by a special resolution.
If any vacancy occurs pursuant to this section, the remaining directors may appoint a director to fill the vacancy until the next AGM.
4.6 The directors must serve as such without remuneration and directors must not directly or indirectly receive any profit from their position as such. A director may be paid reasonable expenses incurred by the director in the performance of the director's duties. Nothing herein contained precludes any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.
4.7 A retiring director remains in office until the adjournment of the meeting at which the director's successor is elected.
4.8 All directors of the Corporation must be Canadian citizens residing in Canada.
5.1 The directors may administer the affairs of the Corporation in all things and 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 authorized to exercise and do.
5.2 The directors have the power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be available for the benefit of promoting the interests of the Corporation in accordance with such terms as the directors prescribe.
5.3 The directors are authorized, from time to time, to
a) borrow money upon the credit of the Corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions and at such time, in such sums, to such an extent and in such manner as the directors deem expedient,
b) limit or increase the amount to be borrowed,
c) issue or cause to be issued bonds, debentures or other securities of the Corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the directors, and
d) secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
5.4 The directors must take such steps as they deem necessary to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
5.5 The directors may appoint such agents and engage such employees as they deem necessary from time to time, and such persons have such authority and must perform such duties as are prescribed by the directors at the time of such appointment.
5.6 Remuneration for all officers, agents, employees and committee members must be fixed by resolution of the directors.
6.1 Meetings of the directors may be held at any time and place to be determined by the directors, provided that 48 hours written notice of such meeting must be given, other than by mail, to each director. Notice by mail must be sent at least 14 days prior to the meeting. There must be at least three meetings per year of the directors. No error or omission in giving notice of any meeting of the directors, or any adjourned meeting of the directors, invalidates such a meeting or makes void any proceedings taken thereat, and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director has one (1) vote.
6.2 A majority of directors, but never less than three directors, constitute a quorum for meetings of the directors. Any meeting of the directors at which a quorum is present is competent to exercise all or any of the powers and discretions by or under the by-laws.
6.3 The president is chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time set for the meeting, the vice-president must act as chair, but if neither is present the directors present may choose one of their number to be chair at that meeting.
6.4 For a first meeting of directors held immediately after the election of directors at a general meeting, or for a meeting of the directors at which a director is appointed to fill a vacancy of the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director for the meeting to be valid, if a quorum of directors is present.
6.5 A director who is temporarily absent may waive in writing notice of a meeting or meetings of the directors, and until the waiver expires or is withdrawn no notice of such meetings need be sent to that director.
6.6 a) Questions arising at meetings of the directors and committees must be decided by simple majority vote.
b) In case of an equality of votes the chair does not have a second or deciding vote.
c) No resolution proposed at a meeting of directors or committee of directors need be seconded, and the chair of a meeting may move or propose a resolution.
d) A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of the directors.
6.7 A director may participate in a meeting of the directors or a committee by conference call or similar electronic means. Each participant in such a meeting must be able communicate with all the others, and is deemed to be present and to have agreed so to participate.
7.1 Every director and 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, must 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 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 act, deed, matter or thing whatsoever, made, done or permitted by that person, in or about the execution of the duties of the person's office or in respect of any such liability, and
b) all other costs, charges and expenses which such director, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by that person's own wilful neglect or default.
7.2 The Corporation may purchase and maintain insurance for the benefit of a director against personal liability incurred by the director as a director.
8.1 The officers of the Corporation must be a president, vice-president, secretary, treasurer, and any such other officers as the directors may determine. Any two offices, except the offices of president and vice-president, may be held by the same person. Officers need not be directors or members.
8.2 With the exception of officers who are also employees of the Corporation, officers must be appointed by the directors at their first meeting following the AGM.
8.3 The officers of the Corporation hold office from the date of appointment or election until their successors are elected or appointed in their stead. Officers who are also directors are subject to removal by resolution of the directors at any time.
9.1 The president
a) is the chief executive officer of the Corporation,
b) presides at all meetings of the Corporation and of the directors,
c) has the general and active management of the affairs of the Corporation, and
d) must see that all resolutions of the directors are carried out.
9.2 The vice-president must, in the absence or disability of the president, perform the duties and exercise the powers of the president, and must perform such other duties as are from time to time imposed on the vice-president by the directors.
9.3 The treasurer has custody of the funds and securities of the Corporation and must keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and must deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the directors. The treasurer must disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and must render to the president and directors at the regular meeting of the directors, or whenever they require it, an accounting of all the transactions and a statement of the financial position of the Corporation. The treasurer must also perform such other duties as may from time to time be directed by the directors.
9.4 The secretary may be empowered by resolution of the directors to carry out the secretary's duties generally under the supervision of the officers of the Corporation, and must attend all meeting of the members and the directors and act as clerk thereof and record all votes and minutes of all proceedings in books to be kept for that purpose. The secretary must give or cause to be given notice of all meetings of the members and of the directors, and must perform such other duties as may be prescribed by the directors or president of the Corporation, under their supervision. The secretary must be custodian of the seal of the Corporation, which the secretary must deliver only when authorized to do so by a resolution of the directors, to such person or persons as are named by the resolution.
9.5 The duties of all other officers of the Corporation must be such as the terms of their engagement call for or the directors require of them.
10.1 The directors may appoint committees whose members hold office at the will of the directors. The directors must determine the duties of such committees and may fix by resolution any remuneration to be paid.
10.2 A committee must comply with any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the next meeting of the directors.
10.3 A committee may meet and adjourn as its members think proper.
11.1 Unless otherwise determined by the directors, the fiscal year end of the Corporation must be 31 December.
11.2 a) The seal, an impression whereof is stamped in the margin hereof, is the seal of the Corporation.
b) The directors may provide a seal and may destroy a seal and substitute a new seal in its place.
c) The seal must only be affixed when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and treasurer.
11.3 Contracts, documents or any instruments in writing requiring the signature of the Corporation, must be signed by any two officers and all contracts, documents and instruments in writing so signed are binding on the Corporation without any further authorization or formality. The directors have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of transferring and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the directors.
11.4 The members must, at each AGM, appoint an auditor to audit the accounts and annual financial statements of the Corporation for report to the members at the next AGM. The auditor holds office until the next AGM, provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor must be fixed by the directors.
11.5 The directors must ensure that all necessary books and records of the Corporation required by the by-laws or by any applicable statute are regularly and properly kept.
11.6 The minutes of the directors must be available to all members, and to the directors, each of whom must receive a copy of such minutes.