CONSTITUTION AND BY-LAWS
AIRBORNE REGIMENT ASSOCIATION OF CANADA
ASSOCIATION DU RÉGIMENT AÉROPORTÉ DU CANADA
REVISED 27 SEPTEMBER 2014
(the “Corporation”)
TABLE OF CONTENTS
Section 1 — Head Office and Seal
Section 2 — Membership
Section 3 — Meetings of Members
Section 4 — Board of Directors
Section 5 — Patrons
Section 6 — Officers
Section 7 — Auditors
Section 8 — Financial and Banking
Section 9 — Notices
Section 10 — Enactment and Amendment of By-Laws
BE IT ENACTED as a by-law of the Corporation as follows:
1. HEAD OFFICE AND SEAL
- Head Office
The Corporation shall have its head office at the City of Gatineau in the Province of Québec.
- Seal
The “Executive Committee”, hereinafter called the “Board of Directors”, shall arrange for the safe custody of the Seal of the Corporation. For the purpose of certifying documents and proceedings, the Seal may be affixed by any other Officer or Director of the Corporation without any further authorization or formality.
- Goals
The goals of the Airborne Regiment Association of Canada are:
a. to promote the esprit-de-corps and general effectiveness of The Canadian Airborne Regiment and its Battle Group from 1968-1995;
b. to produce, publish and distribute The Maroon Beret either online, in newsletter or magazine format;
c. to donate funds to other organizations similar to those of the corporation;
d. to accept legacies, donations, gifts and bequests made to The Canadian Airborne Regiment;
e. to conduct fund raising activities, including, but not to limit the generality of the foregoing, purchasing or otherwise including memorabilia, for sale by the Corporation to be used in promoting the objects of The Canadian Airborne Regiment and its Battle Group; and noted herein; and
f. to carry out related and other operations, without pecuniary gain to the members of the Corporation, to promote the goals noted above.
2. MEMBERSHIP
The members of the Association shall be past members of the Canadian Airborne Regiment and its Battle Group, and such other persons as the Board of Directors may, at their discretion, admit as Associate members and voted at an executive committee meeting. Honourary members will be voted in at an annual general meeting.
2.1 Membership
An individual may become a member of the Association upon receipt by the Corporation of proof of service with the Regiment or Battle Group, their full name, rank, current mailing address and fees or dues in the amount decided upon by the Board of Directors. Each member of the association shall pay an annual membership fee as determined from time to time by the Board of Directors. Life membership granted to an individual will continue to be honored by the Association.
2.2 Termination of membership
A member may terminate his membership in this Association at any time by delivering the resignation in writing to the Board of Directors. Voluntary termination carries no entitlement to a refund of the annual dues paid to the Association. If a member shall fail to pay the annual dues in respect of his membership for a period of not less that two (2) years, such membership shall thereupon lapse but such former member may be reinstated to membership upon payment of such lesser amount as the Association considers appropriate in a particular case.
2.2.1 Any member of the Association who conducts himself in a manner detrimental to the best interests of the Association or whose continued membership in the Association is, for any other valid and just cause, considered not to be in the best interests of the Association, may be expelled from membership therein when recommended by the Board of Directors and approved by at least a two thirds (2/3) majority vote cast at a Regular or Special Meeting of the Association to which the member belongs.
2.2.2 The Board of Directors may, exceptionally and by at least two-thirds (2/3) majority vote, suspend or terminate, for cause or upon request, the membership or the appointment of any person to any office in the Association and may reinstate such person. The suspension, termination or reinstatement may be reviewed and confirmed or revoked at a General Meeting.
2.2.3 Due notice and an opportunity to be heard shall be given to the member before expulsion or termination pursuant to this section. This will, in every case, include the return of the individual’s current and future year’s membership dues.
3. MEETINGS OF MEMBERS
3.1 Annual General Meeting
The Annual General Meeting (AGM) of members shall be held at such time and place as may be designated by the Board of Directors. At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Corporation and financial statements of the Corporation, including the balance sheet, income statement and statement of changes in net assets, and the report of auditors thereon shall be presented and the auditors for the ensuing year shall be appointed and the remuneration of the auditors shall be fixed. Notice in writing of the time and place of the Annual General Meeting shall be given to all members in good standing at least thirty (30) days before the time fixed for the holding of such meeting.
3.1.2 Such notice shall be sent to the address of each member as it appears on the records of the Corporation and shall set forth the purpose for which the meeting is called.
3.2 Special General Meetings
Any Special General Meeting of members may be called and held in the same manner as the Annual General Meeting described above, except for the notice period provided, and the Board of Directors shall have the power to call at any time a Special General Meeting of the members of the Corporation.
3.2.1 Notice of any such meeting shall set forth the purpose for which the meeting is called. Notice of the time and place of every Special General Meeting of members shall be delivered, telephoned or telegraphed to each member at least five (5) days before the meeting is to take place or shall be mailed to each member and deposited in a post office or public letter box at least fifteen (15) days before the time fixed for the holding of such meeting.
3.2.2 Notwithstanding the foregoing, any meeting of members, whether General or Special, may be held at any time and place without notice if all the members either are present or represented by proxy, agent or delegate duly appointed, or waive notice of the meeting in writing.
3.2.3 Special General Meetings of members may be formally called by the President or by the Secretary on the direction in writing of five (5) members. A Special General Meeting of members may be held without notice immediately following the Annual General Meeting.
3.3 Error or Omission in Notice
No error or omission in giving notice of any Annual, General or Special General Meeting or any adjourned meeting, whether Annual or Special, of the members of the Corporation shall invalidate or make void any proceedings taken thereat, and 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.
3.4 Adjournments
Any meeting of the Corporation or of the Board of Directors may be adjourned to any time and from time to time, and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
3.5 Quorum
A quorum for the transaction of business for monthly, annual and special general meetings shall consist of five (5) members present in person. When there are only four members remaining that will be the quorum and so on until the last man is standing.
3.6 Voting
Each member shall, at all meetings of members, be entitled to one (1) vote and may vote by proxy. Any such proxy must, before voting, produce and deposit with the Secretary a sufficient appointment in writing. At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy and entitled to vote on such questions unless otherwise required by the by-laws of the Corporation or by law. Except as provided herein, every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member.
3.6.1 Upon a show of hands, every member having voting rights present, in person or by proxy shall have one (1) vote and unless a poll be demanded, a declaration by the President that a Resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such Resolution. The demand for a poll may be withdrawn, but if a demand for a poll is made and not withdrawn the question shall be decided by a majority of votes given by members present in person or by proxy, and such poll shall be taken in such manner as the President shall direct and the results of such poll shall be deemed the decision of the meeting upon the matter in question. In the case of an equality, whether upon a show of hands or at a poll, the President shall by entitled to the deciding vote.
4. BOARD OF DIRECTORS
4.1 Board of Directors
The Board of Directors of the Corporation shall, insofar as is practical and possible, reflect the full spectrum of Corporation membership.
4.1.1 Initially, and until changes in the spectrum of the Corporation’s membership indicate an adjustment is necessary, the Board of Directors will consist of the following:
| President | Don Hind |
| Past-President | Dan Clarke |
| Vice President | Len Jarvis |
| Secretary | Paul Mulhall |
| Treasurer | Marlene Schmidle |
| Chaplain | Gerry Peddle |
| Historian | |
| Archivist | |
| Cdn Airborne Museum Rep. | Ian Husk |
| Sergeant-at-arms | Kirk Weekes |
| Director of Airborne Kit Shop | Joe Drouin |
| Director of Communication | Phil Nolan |
| Director of Membership | André Bilodeau |
| Director of Fund Raising | |
| Director of Web Site | Joe 2 |
4.1.2 However from time to time, as the Board deems necessary may vote members to the Board without portfolio.
4.1.3 The following, if they are not current members of the Association, shall be Ex Officio Members.
As such, they shall not have voting privileges:
Past President of the Association
Past Vice-President of the Association
4.1.4 The Association shall be divided into four regions, as follows:
a. Eastern Region
Eastern Region consists of the provinces of Nova Scotia, New Brunswick, Newfoundland and Labrador, and Prince Edward Island;
b. Central Region
Central Region consists of the provinces of Ontario and Québec;
c. Western Region
Western Region consists of the provinces of Manitoba, Saskatchewan, Alberta and British Columbia; and
d. Northern Region
Northern Region consists of the Yukon Territory, the North-West Territory and Nunavut.
4.2 Election of Directors
The Board of Directors shall be elected annually at the Annual General Meeting headed by the President.
4.3 Quorum and Meetings
The provisions of Clause 3, applicable to the manner of calling and holding a Special General Meeting, shall apply to meetings of the Board of Directors. A quorum shall consist of five (5) members of the Board present in person.
4.4 Powers – General
The Directors may 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, may generally exercise all such other powers and all such other acts and things as the Corporation is authorized to exercise and do. Without in any way derogating from the foregoing, the Directors are expressly empowered to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of bonds, debentures, shares, stocks, rights, warrants, options and other securities, lands, buildings and/or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
4.5 Powers – Borrowing
The Directors may from time to time on behalf of the Corporation:
a. Borrow money upon the credit of the Corporation;
b. Limit or increase the amount to be borrowed;
c. Issue debentures or other securities of the Corporation;
d. Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
e. Secure any such debentures or other securities, or any 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.
4.5.1 From time to time the Directors may authorize any Director, Officer or employee of the Corporation or any other person, to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Corporation as the Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
4.6 Remuneration of Directors
The Directors shall receive no remuneration for acting as such, but by Resolution of the Board of Directors, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board of Directors. 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.
4.7 Interest of Directors in Contracts
Every Director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Corporation, shall declare such interest to the extent, in the manner and at the time required by the applicable provisions of the Canada Corporations Act or any successor statute for the time being in force, shall refrain from voting in respect of the contract or arrangement or proposed contract or arrangement, if and when prohibited by the Canada Corporations Act or any successor statute. Subject to the foregoing, no Director shall be disqualified by his office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any Director, or in which any director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested, be liable to account to the Corporation for any profit realized under any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.
4.8 Indemnity of Directors and Officers
The Corporation hereby consents that every Director or Officer of the Corporation and his heirs, executors and administrators, and estate and effects respectively, shall from time to time and at all times be indemnified and saved harmless by the Corporation, from and against:
4.8.1 All costs, charges and expenses whatsoever which such Director or Officer may sustain or incur 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
4.8.2 All other costs, charges and expenses which he may sustain or incur 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.
4.8.3 The indemnity for Directors or Officers of the Corporation under this Section 4.7 shall be provided out of the funds of the Corporation, except to the extent that such indemnity shall be provided in whole or in part by or under any insurance maintained by the Corporation. Subject to any limitation contained in the Canada Corporations Act, or any successor statute, the Directors and Officers may from time to time, arrange for the issue, at the expense of the Corporation, of one or more policies of insurance indemnifying the Corporation, its Directors and officers or any class of them, from and against liability, costs, charges or expenses sustained by them or by the Corporation and referred to in Clause a. and b. of this Section 4.7.
4.9 Protection of Directors and Officers
No Director or Officer 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 other 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 order of the Directors for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which, any of the monies of the Corporation shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom any monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part or for any other loss, damage or misfortune whatever, which may happen in the execution of the duties of his office or in relation thereto, unless the same shall happen by or through his own willful neglect or default. The Directors may rely upon the accuracy of any statement or report prepared by any actuaries retained by the Corporation or by the Corporation’s Auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
4.10 Irregularities
No act or proceeding of any Director of, or the Board of Directors shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such Director or Directors.
4.11 Retirement
A Director may retire from office upon giving the Corporation one (1) month’s written notice of his intention to do so. Such resignation shall take effect upon the expiration of such notice or its earlier acceptance.
4.12 Removal
A Director may be removed from office by Special Resolution, that term as so defined by the Canada Corporations Act.
5. PATRONS
5.1 The Directors, with the approval of the membership, may petition distinguished members or supporters of the Airborne fraternity to fill the position of Patron.
5.1.2 Patrons will be ex-officio members of the Association who, by their position, prestige and standing contribute to the aims of the Association.
6. OFFICERS
6.1 Officers of the Corporation
The Officers of the Corporation shall be a President, Vice-President, and Secretary-Treasurer. One person may hold more than one office. Terms of reference will be provided for each Officer position.
6.2 Appointment of Officers
The Officers of the Corporation shall be Directors of the Corporation and will consist of a President, Vice-President, Officers or agents of the Corporation; and he shall perform such other duties as may from time to time by prescribed by the Directors.
6.3 Secretary and Treasurer Positions
The Secretary and the Treasurer shall keep proper books of account and accounting records with respect to all financial and other transactions of the Corporation and, under the direction of the Directors, shall control the deposit of monies, the safe keeping of securities, and the disbursement of the funds of the Corporation; they shall render to the Board of Directors at the meetings thereof, or whenever required of them, an account of all their transactions as Secretary and the Treasurer and of the financial position of the Corporation; and they shall perform and render such other duties as may from time to time be prescribed by the Directors.
6.4 Other Officers
The duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or the Directors require of them. Any of the powers and duties of an Officer to whom an assistant has been appointed, may be exercised and performed by such assistant unless the Directors otherwise direct.
6.5 Variation of Duties
The Directors may from time to time, vary, add to or limit the powers and duties of any Officer or Officers.
6.6 Execution of Instruments
Any two of the President, Vice-President, Secretary-Treasurer, or any one of the foregoing together with any other Director, shall have authority to sign in the name of and on behalf of the Corporation, all instruments in writing, and any instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.
6.6.1 The Directors shall have power from time to time by Resolution, to appoint any other Officer or Officers or any person or persons on behalf of the Corporation, to either sign instruments in writing generally, or to sign specific instruments in writing. The Corporation Seal may, when required, be affixed to any instruments in writing.
6.6.2 The term “instruments in writing” as used herein shall, without limiting the generality thereof, include contracts, documents, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, movable or immovable), agreements, tenders, releases, receipts and discharges for the payment of monies or other obligations, conveyances, transfer and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.
6.7 Investments
In particular, and without limiting the generality of the foregoing, the President, Vice-President and Secretary-Treasury shall have authority on behalf of the Corporation to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants, or other securities owned by or registered in the name of the Corporation, and to sign and execute all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.
7. AUDITORS
7.1 Auditors
One or more Auditors shall be appointed at each Annual General Meeting of the members of the Corporation in the manner prescribed in Clause 3.1 above. The Auditors of the Corporation, when appointed, shall hold office until the next Annual General Meeting after their being appointed, or until their successors are appointed, unless previously removed by Resolution of the members in General Meeting.
7.1.1 The remuneration of the Auditor or Auditors may be fixed by the Directors in that they are so authorized by the meeting of members at which the Auditor or Auditors are appointed. The Auditors shall have a list delivered to them of all books kept by the Corporation and shall at all reasonable times, have access to the books and the accounts of the Corporation.
7.1.2 The Auditors shall make an annual report of the financial statements of the Corporation, including the balance sheet, income statement and statement of changes in the assets, and every such report shall state whether, in their opinion, the financial statements fairly present the state of affairs of the Corporation in accordance with generally accepted accounting principles consistently applied.
8. FINANCIAL AND BANKING
8.1 Fiscal Year
Unless otherwise determined by the Directors, the fiscal year of the Corporation shall terminate on the 31st day of December in each year.
8.2 Custody of Securities
The Directors may from time to time by Resolution, provide for the deposit and custody of securities of the Corporation. All share certificates, bonds, debentures, notes or other obligations or securities belonging to the Corporation may be issued or held in the name of a nominee or nominees of the Corporation (and if issued or held in the name of more than one nominee, shall be held in the names of the nominees jointly with right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfers to be completed and registration to be effected.
8.3 Bank Accounts, Checks, Drafts and Notes
The Corporation’s bank accounts shall be kept in such chartered bank, trust company or other firm or corporation carrying on a banking business as the Directors may from time to time determine Checks on the bank accounts, drafts drawn or accepted by the Corporation, promissory notes given by it, acceptance, bills of exchange, orders for the payment of monies and other instruments of a like nature may be made, signed, drawn, accepted or endorsed as the case may be, by such Officer or Officers, person or persons as the Directors may, by Resolution from time to time name for that purpose.
8.3.1 Checks, promissory notes, bills of exchange, orders for the payment of monies and other negotiable paper may be endorsed for deposit to the credit of the Corporation’s bank account by such Officer or Officers, person or persons, as the Directors may, by Resolution from time to time name for that purpose, or they may be endorsed for such deposits by means of a stamp bearing the name of the Corporation.
9. NOTICES
9.1 Giving of Notice
Unless otherwise provided herein, under the provisions of the by-laws of the Institute, whenever notice is required to be given, such notice may be given either personally or telegraphed or by depositing same in a post office or a public letter box, in a postage-paid, sealed wrapper addressed to the Director, Officer or member at his or its address, as the same appears on the books of the Corporation.
9.1.1 A notice or other document so served by post shall be held to be served at the time when the same was deposited in a post office or public letter box as aforesaid, or if telegraphed shall be held to be served when the same was handed to the telegraph company or its messenger.
9.1.2 For the purpose of service of any notice, the address of any Director, Officer or member shall be his last address as recorded in the books of the Corporation. Any Director, Officer or member may, at any time, waive any notice required to be given under the by-laws of the Corporation.
10. ENACTMENT AND AMENDMENT OF BY-LAWS
10.1 Amendment of By-Laws
The Letters Patent of the Corporation and these by-laws may be deleted, altered, amended or supplemented and a new by-law enacted by a by-law passed by a vote of not less than two-thirds of the Directors duly called and held for the purpose of considering the deletion, alteration, amendment, supplement or enactment, and unless in the meantime sanctioned at a Special General Meeting of the members duly called for that purpose, such by-law shall only have force until the next Annual General Meeting of the members, and in default of confirmation by the vote of not less than two-thirds of the members present in person or by proxy shall, as and from that time, cease to have force.
10.1.2 Notwithstanding anything hereinbefore contained, no deletion, alteration, amendment or supplement of the Letters Patent shall be effective until Supplementary Letters Patent have been obtained, and no deletion, alteration, amendment or supplement of these by-laws or enactment of new by-laws shall be enforced or acted upon until the approval of the Corporations Directorate of Industry Canada.
10.2 Interpretation
In these by-laws words importing the singular number or the masculine gender, shall include the plural or the feminine gender, as the case may be, and vice versa, and the neuter gender shall include the masculine and feminine genders, and reference to persons shall include firms and corporations.
10.3 Rules and Regulations
The Board of 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.
IN WITNESS WHEREOF we have hereunto set our hands at in the Province of Québec, this 27th Day of September A.D., 2014,
_____________________________ ____________________________
President, Jake Flanders Vice – President, John Paul Mulhall
_________________________________________
Secretary, Marlene E. Schmidle