By-Laws of the CCHS & CA Alumni Association
1. Until changed in accordance with the Act, the Head Office of the corporation shall be the City of St. Lambert, in the Province of Quebec.
Conditions of Membership
2. All those who have attended or have been employed by CCHS & CA or its precedent schools and who are interested in furthering the objectives of the corporation will be eligible for membership. Honorary memberships may be conferred upon deserving persons at the discretion of the Board of the CCHS & CA Alumni Association.
3. Membership is obtained by paying an annual fee set by the board of directors of the Alumni Association.
4. Any member may withdraw from the corporation by submitting a letter of resignation to the corporation and lodging a copy of the same to the secretary of the corporation.
5. Any member may be required to resign by a vote of two-thirds 2/3 of the directors present at a directors' meeting or by a vote of two-thirds 2/3 of the members at an annual meeting.
6. The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the board of directors may determine and on such day as said directors shall appoint with the proviso that the annual general meeting shall take place within 120 days following the end of May.
7. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and the auditors appointed for the following year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or either co-chairperson or vice-president shall have the power to call, at any time, a general meeting of the members of the corporation. The board of directors shall be compelled to call a special general meeting of members on written requisition of members carrying not less than 10% of the voting rights. Eleven (11) members present at a meeting will constitute a quorum.
8. Written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy (to include written proxies submitted to the secretary by e-mail) appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation.
9. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act of these By-laws.
10. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting 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. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the e-mail address of the member, director or officer shall be his last address recorded on the books of the corporation
Board of Directors
11. The property and business of the corporation shall be managed by a board of directors comprised of a minimum of three directors. The number of directors shall be determined from time to time 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 (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be members of the corporation.
12. Directors shall be elected for a maximum term of three (3) years and one-third of the directors shall be up for re-election each year.
13. The office of director shall be automatically vacated:
a. if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that he be removed from office.
b. if a director has resigned his office by delivering a written resignation to the secretary of the corporation.
c. on death.
Provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.
14. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing contained herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity receiving compensation therefore.
15. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
Powers of Directors
16. The directors of the corporation 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 my 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 or otherwise authorized to exercise and do.
17. The directors shall have 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 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 made available to for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe. The board of directors is hereby authorized, form time to time: a. to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such time, in such sums, to such extent and in such manner as the board of directors in its discretion may deem expedient; b. to limit or increase the amount to be borrowed.
18. The board of directors shall take such steps as they may deem requisite to enable the corporation 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.
19. The board of directors 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 of directors at the time of such appointment.
20. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have the force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
21. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by regular mail, to each director. Notice by regular mail shall be sent at least 14 days prior to the meeting. There shall be at least three (3) meetings per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make 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 is authorized to exercise one vote.
22. A majority of officers in office, from time to time, but no less than eight directors shall constitute a quorum for meetings of the board of directors. A director may attend via telephone conference call and be counted as present for the purpose of reaching a quorum. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.
Indemnities To Directors and Others
23. Every director of the corporation and their heirs, executors and administrators, and estates and effects, 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 which such director, 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 him, in or about the execution of the duties of his office or in respect of any such liability.
b. all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
24. The officers of the corporation shall be two co-chairpersons, two vice-presidents, secretary and treasurer and any such other officers as the board of directors may, by by-laws, determine. Any two offices may be held by the same person. Officers need not be directors but must be members of the corporation.
25. The co-chairpersons shall be elected at an annual meeting of the members. Officers other than the co-chairpersons of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of the members.
26. The officers of the corporation shall hold office for three (3) years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.
Duties of Officers
27. One co-chairperson, designated by the board of directors, shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and the board of directors. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.
28. The other co-chairperson shall, in the absence or disability of the chief executive officer, perform the duties and exercise the powers of the chief executive officer and shall perform such other duties as shall form time to time be imposed upon him by the board of directors.
29. The duties of the two vice-presidents will be designated by the board of directors.
30. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation and shall 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 board of directors from time to time. He shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the chief executive officer and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the board of directors
31. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the corporation generally under the supervision of the officers and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give of or cause to be given notice of all meetings of the members and the board of directors, and shall perform such other duties as may be prescribed by the board of directors or chief executive officer, under whose supervision he shall be. He shall be the custodian of the seal of the corporation, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person as may be named in the resolution
32. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
33. The board of directors may appoint committees whose members will hold their office at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid. In all cases the chair-person of said committees will be a member of the board of directors.
34. There shall be an executive committee composed of 5 directors who shall be appointed by the board of directors. The executive 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 48 hours notice of such meeting shall be given, other than by mail, to each member of the 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 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 an all proceedings taken or had thereat.
Execution of Documents
36. Contracts, documents or any instrument in writing requiring the signature of the corporation shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding on the corporation without any further authorization or formality. The directors shall have power for 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 purpose of transferring of 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 by resolution of the board of directors. Minutes of Board of Director and Executive Committee 37. The minutes of the board of directors and executive committee meetings shall not be available to the general membership but shall be available to the board of directors, each of whom shall receive a copy of such minutes.
38. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be May 31.
Amendment of By-Laws
39. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or by a new by-law relating to the requirements of the NFP Act, may be 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 (2/3) of the members at a meeting duly called for the purpose of considering the said by-law.
Books and Records
40. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
Rules and Regulations
41. The board of directors may prescribe such rules and regulations not consistent 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 failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force.
42. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons include firms and corporations.