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CSEM Bylaws
Corporate Seal
1. The corporate seal of the Corporation, an impression of which is imprinted in the margin, is adopted as the corporate seal of the Corporation.
Members
2. Membership in the Corporation shall be limited to persons interested in the objects of the Corporation and whose applications for admission as members have received the approval of the board of directors.
There shall be five classes of membership in the Corporation, as follows:
(a) "full members" shall have the right to receive notice of and to attend all meetings of the members and shall have the right to vote thereat; such full members shall also be entitled to hold office in the Corporation;
(b) "associate members" shall be entitled to all privileges of membership in the Corporation and shall receive all documentation distributed to members but they shall not be entitled to receive notice of nor to attend meetings of the members;
(c) "student members" are undergraduate students who shall be entitled to all privileges of membership in the Corporation and shall receive all documentation distributed to members but they shall not be entitled to receive notice of nor to attend meetings of the members;
(d) "life members" shall be entitled to all privileges of membership in the Corporation and shall receive all documentation distributed to members but will pay for publications at cost prices; such "life members" shall not be entitled to receive notice of nor to attend meetings of the members;
(e) "retired members" shall be entitled to all privileges of membership in the Corporation and shall receive all documentation distributed to members but they shall not be entitled to receive notice of nor to attend meetings of the members;
3. The membership fee for full members ("members"), associate members, student members, and retired members shall be such amounts fixed, from time to time, by the board of directors and approved by the members. Life members may make voluntary contributions in lieu of membership fees, at their discretion.
4. Any full member, associate member, student member, life member or retired member may resign from the Corporation by delivering to the Secretary of the Corporation a written resignation addressed to the board of directors.
5. Memberships in the Corporation are non-transferable.
6. A full member shall be entitled to one vote at all annual or special meetings of members.
7. Any full member, associate member, student member, life member or retired member may be required to resign by a vote of two-thirds of the members at an annual meeting, provided that such members shall be granted an opportunity to be heard at such meeting
Meetings of Members
8. The annual meeting of the Corporation shall be held at the head office of the Corporation or elsewhere in Canada as the board of directors may designate, within a period of six months from the date of the last financial year end. At such meeting the members shall elect a board of directors and shall receive a report of the directors.
9. Fourteen (14) days' prior written notice shall be given to each member of any annual or special meeting of members. Notice respecting a special meeting of members shall state generally the nature of the special business to be conducted and shall contain sufficient information to permit a member to form a reasoned judgement on the decision to be taken. Either a form of proxy or a reminder of right to use a proxy shall attach to all notices of meetings of members. Members present in person at any annual or special meeting shall constitute a quorum.
10. A member may appoint as his proxy any other member to vote at any annual or special meeting. Proxies shall be in written form.
11. At all meetings of members of the Corporation every question shall be determined by a majority of votes unless otherwise specially provided by the Canada Corporations Act or by these by-laws.
HEAD OFFICE
12. The head office of the Corporation shall be established in the City of Kingston, in the Province of Ontario, Canada, at the place therein where the business of the Corporation may, from time to time, be carried on.
13. The Corporation may establish such other offices and agencies elsewhere within Canada as the board of directors may deem expedient by resolution.
Board of Directors
14. The property and business of the Corporation shall be manged by a board of not less than three (3) and not more than twenty (20) directors. The quorum for meetings of directors shall be a majority of directors in office from time to time. The board of directors may be designated as a board of governors on literature of the Corporation.
15. At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the Corporation. Directors shall be elected for a term of one year by the members at an annual meeting of members.
16. Directors shall be eligible for re-election at the annual meeting of members.
17. The office of director shall be automatically vacated:
17.1 if a director shall resign his office by delivering a written resignation to the Secretary of the Corporation;
17.2 if for medical, personal or financial reasons it is no longer feasible for him to retain his office;
17.3 if at a special meeting of members a resolution is passed by three-quarters of the members present at the meeting requisitioned by not less than 5% of all the members of the Corporation and subsequently called by the directors that such director be removed from office; and
17.4 on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the directors may by resolution fill the vacancy with a person in good standing on the books of the Corporation as a member.
18. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that two (2) days' notice of such meeting shall be sent in writing, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. No formal notice shall be necessary if all directors are present at the meeting or waive notice thereof in writing.
If all directors or if all committee members consent thereto generally or in respect of a particular meeting, a director or committee member may participate in a meeting of the board of directors or a meeting of a committee of directors by such means, particularly by telephone, as permit all directors participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at such meeting.
19. All by-laws and resolutions of directors or of a committee of directors shall be enacted or adopted at duly convened meetings. Notwithstanding the foregoing, the signature of all the directors or of all committee members of the Corporation to any instrument (which may be signed in counterparts) setting out a by-law or resolution which might be enacted or adopted by the directors or committee of directors shall have the same force and effect as if it had been unanimously enacted or adopted, as the case may be, by vote of the directors or of a committee of directors at a meeting duly convened and held.
20. Directors, as such, shall not receive any stated remuneration for their services, but, by resolution of the board, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the board. Such fixed sum may be paid to the directors as the members may by resolution, determine, provided that nothing herein contained shall be construted to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.
21. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his successor is elected. A director shall hold office until the next annual meeting of the members following his election or appointment.
22. The directors shall 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 shall have the power to make expenditures for the purpose of furthering the objects of the Corporation.
23. The board of directors shall take such steps as they may deem requisite to enable the Corporation to receive donations and benefits for the purpose of furthering the objects of the Corporation.
Officers
24. The officers of the Corporation shall be a Chairman of the Board, President, Vice-President, Secretary and Treasurer and such other officers as the board of directors may by by-law determine. The same person may hold more than one office.
25. The Chairman of the Board, President and Vice-President shall be elected at the annual meeting of members. The other officers of the Corporation shall be appointed at the first meeting of the board of directors following each annual meeting of members and, subject to the provisions of any written employment agreement, the board may remove at its pleasure any such officer.
26. The board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board at the time of such appointment.
27. The remuneration of all officers, agents and employees shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next annual or special meeting of members when it shall be confirmed by resolution of the members, and in the absence of such confirmation by the members, then the remuneration to such officers, agents, or employees shall cease to be payable from the date of such meeting of members.
28. The officers of the Corporation shall hold office for one year and until their successors are elected or appointed in their stead.
Duties of Officers
29. The Chairman of the Board shall preside at all meetings of members and at all meetings of directors and he shall have such other powers and duties as the board of directors may determine from time to time.
30. The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Corporation and of the board of directors. He shall have the general and active management of the business of the Corporation. He shall see that all orders and resolutions of the board are carried into effect and he or the Vice-President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and other documents requiring the signatures of the officers of the Corporation.
31. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall, from time to time, be imposed upon him by the board.
32. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corproation and in such depositories as may be designated by the board of directors from time to time. The Treasurer shall disburse the funds of the Corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the President and directors at their regular meeting of the board or whenever they may require it, an account of all the transactions as Treasurer and of the financial position of the Corporation. The Treasurer shall also perform such other duties as may, from time to time, be ??
33. The Secretary shall attend all sessions of the board and all meetings of the members and act as Secretary thereof and record all votes and minutes of all proceedings in the books to be kept for this purpose. He shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or President, under whose supervision he shall be. He shall be custodian of the seal of the Corporation, which he shall deliver only when authorized by a resolution of the board to do so and to such person or persons as may be named by resolution.
Executive Committee
34. There shall be an executive committee composed of five (5) directors who shall be appointed by the board of directors. The executuve committee shall exercise such powers as are authorized by the board of directors. Any executive committee member may be removed by a majority vote of the board of directors. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
35. Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of such committee. Notice by mail shall be sent at least 14 days prior to the meeting. Three (3) members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
Committees
36. The board of directors may, from time to time, appoint such other committees as it may deem advisable, such committees to be constituted in such manner and to consist of such number of directors as the board may by resolution from time to time determine and clothed with such power as the board of directors may deem advisable and as prescribed by law.
Financial Year
37. The financial year of the Corporation shall end on the last day of December in each year.
Auditors
38. The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to the members to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the board of directors.
General Borrowing Powers
39. The directors of the Corporation may from time to time:
(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 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 personl, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
The directors may delegate any or all of the foregoing powers to such officers or directors of the Corporation to such extent and in such manner as the directors may detemine.
Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
Signature and Certification of Documents
40. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two of the President, Vice-President, Secretary or Treasurer, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have the power from time to time by by-law to appoint an officer or officers on behalf of the Corporation either to sign contracts, documents and instruments in writing. The seal of the Corpration 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 board of directors.
Rules & Regulations
41. 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, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and in deault of confirmation at such annual meeting of members, shall at and from that time cease to have force and effect.
42. In these by-laws the singular shall include the plural and the plural the singular; the masculine shall include the feminine.
Amendment of By-Laws
43. By-laws of the Corporation may be enacted, and the by-laws repealed or amended by by-law enacted, by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by- law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
IN WITNESS WHEREOF, we have signed at the City of Montreal, Province of Quebec, this 6th day of June, 1990.
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John H. Dinsmore
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James D. Hilborn
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C. Gilles Chenier
