Bylaws of the Canadian Space Society
1.1 In Ihese Bylaws and in all other Bylaws of the Society 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. References to persons shall include firms, corporations, sole proprietorships and organizations, unless otherwise stated. Where the organization is referred to as the "Society" or where the Officers are referred to as the "President", etc..., reference is made to the "The Canadian Space Society/La Society canadienne de l'espace" or the Officers, etc..., of that organization. References to "the Board" are intended to refer to the Board of Directors of the Society.
2. Corporate Seal
2.1 The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Society.
3.1.1 The classes of membership are "Regular Member", "Voting Member", and "Corporate Member".
3.1.2 Membership in the Society shall be limited to persons interested in furthering the objectives of the Society and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the Society.
3.1.3 Memberships are not transferrable.
3.1.4 Any member may withdraw from the Society by delivering to the Society a written resignation and lodging a copy of the same with the Secretary of the Society.
3.1.5 Any member may withdraw from the Society by failing to pay his annual membership dues before the calling to order of the Annual Meeting by which those dues are due.
3.2 Privileges of Membership
3.2.1 General Privileges of All Classes of Membership
126.96.36.199 Members of all classes are entitled to attend and participate in all regularly scheduled or special activities of the Society, subject to additional restrictions that may be imposed by the Board.
188.8.131.52 Members of all classes arc entitled to have access to ihc facilities and materials owned by the Society at times and in a manner set out by the Board for the convenience of the Society.
184.108.40.206 Members of all classes are entitled to have access to the financial and legal records of the Society at times and in a manner set out by the Board for the convenience of the Society.
220.127.116.11 Members of all classes are entitled to attend the Annual Meeting of the Society.
3.2.2 Additional Privileges of Voting Members
18.104.22.168 Voting Members may vote on amendments to the Letters Patent of the Society.
22.214.171.124 Voting Members may vote on amendments to the Bylaws of the Society.
126.96.36.199 Voting Members may seek election to and may hold a position on the Board of the Society.
188.8.131.52 Voting Members may vote on the resolution of suspensions of voting privileges of Voting Members.
3.2.3 Additional Privileges of Corporate Members
184.108.40.206 Corporate Members may appoint a person (not a corporation, firm, business, or sole proprietorship) as a corporate representative; this representative shall have privileges and responsibilities equivalent to those of a Regular Member of the Society. Corporate Members may select their representatives in any manner they choose.
220.127.116.11 Corporate Members may change or re-appoint their corporate representative to the Society.
18.104.22.168 The representative of a Corporate Member may be a Regular or Voting Member in the Society, in which case he will still be subject to the additional privileges and responsibilities of his Regular or Voting Membership, as appropriate.
22.214.171.124 A person may be a representative for more than one Corporate Member.
3.3 Responsibilities of Membership
3.3.1 General Responsibilities of all Classes of Membership
126.96.36.199 All Members have the responsibility to promote the objectives of the Society, to abide by the Letters Patent and the Bylaws of the Society, and to refrain from actions thai might damage the good name of the Society.
188.8.131.52 All Members have the responsibility to ensure that any dues assessed them by the Board are paid promptly.
184.108.40.206 All members have a responsibility to notify the Secretary of the Society of their mailing address, and of any change in that address.
3.3.2 Additional Responsibilities of Corporate Members
220.127.116.11 Corporate Members have the responsibility to ensure that their appointed representative is supplied with adequate identification as such, when dealing with the Society.
3.4 Qualifications for Membership
3.4.1 General Qualifications for All Classes of Membership
18.104.22.168 In order to be eligible for membership in the Society, a person must submit an application for membership to the Board stating name, address, and desired class of membership.
3.4.2 Additional Qualifications for Regular Members
22.214.171.124 Any person (not a corporation, firm, business, or sole proprietorship) is eligible for Regular Membership.
126.96.36.199 Regular membership is also available to persons (not a corporation, firm, business, or sole proprietorship) outside of Canada.
3.4.3 Additional Qualifications for Voting Members
188.8.131.52 Only persons (not corporations, firms, sole proprieterships or organizations) may become Voting Members.
184.108.40.206 Persons may be made Voting Members only by a decision of the Board.
220.127.116.11 The Board may declare a person to be a Voting Member only if the following condition is met: if said person has been a Regular Member or the representative of a Corporate member, or a combination of these types of membership, for at least one full year before being promoted to being a Voting Member.
3.4.4 Additional Qualifications/or Corporate Members
18.104.22.168 Any corporation, firm, business, or sole proprietorship or organization is eligible for Corporate Membership.
22.214.171.124 Corporate Membership is also available to corporations, firms, businesses, sole proprietorships or organizations outside of Canada.
126.96.36.199 Any corporation, firm, business, sole proprietorship or organization may hold more than one Corporate Membership, at the discretion of the Board.
3.5 Application for Admission and Refusal of Membership
3.5.1 Applications for admission will be reviewed by the Board in accordance with the policies established by the Board.
3.5.2 The Board may refuse membership if it is deemed thai the applicant has a conflict of interest with the aims of the Society.
3.5.3 The Board may refuse membership if it is deemed that the applicant's membership would impede the activities or objectives of the Society.
3.6 Suspension of Membership
3.6.1 Any Member may be suspended from the Society for good and sufficient reason by a Supporting Decision by the Board of Directors.
3.6.2 Any and all privileges of a suspended member may be revoked by the Board, except for the privileges of attending the Annual Meeting immediately following the suspension, and of voting at that meeting.
3.6.3 A suspension of membership or the privileges of membership shall remain in effect until repealed by a Supporting Decision of the Board, or until the commencement of an Annual Meeting of the Society, whichever comes first.
3.6.4 Any member suspended by-the Board shall be allowed to appeal the suspension at a General Meeting or Annual Meeting of the Society.
3.7 Expulsion of Members
3.7.1 Any member of the Society may be expelled from the Society for good and sufficient reason by a vote of the membership at an Annual Meeting of the Society. Any member whose membership is subjected to such an expulsion vote shall have the right to be heard at that meeting, prior to that vole.
3.7.2 The Society shall refund in full the membership dues paid at an annual meeting by any member who is expelled from the Society during that meeting.
3.8.1 The dues for the various grades of membership shall be as set out from time to time by the Board.
3.8.2 Membership dues are due before the calling to order of the Annual Meeting which begins the year for which those dues apply. Failure to pay dues by this lime may be construed by the Board to be a notification by the member of his withdrawal from the Society.
4. Head Office
4.1 The Head Office of the Society shall be in the City of Toronto, in the Province of Ontario.
5. Board of Directors
5.1.1 The property and business of the Society shall be managed by a board of five directors.
5.1.2 The applicants for incorporation shall become the first directors of the Society.
5.1.3 At the first Annual Meeting of the Society, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the Society.
5.1.4 A new board of directors shall be elected for a term of one year by the Voting Members present at each Annual Meeting of the Society.
5.1.5 Only Voting Members of the Society are eligible to become Directors of the Society.
5.1.6 The terms of office for the Directors of the Society will commence immediately after the results of the Society elections have been determined.
5.1.7 All Directors of the Society will be removed from office at the expiry of their term of office, at the Annual Meeting following their election.
5.1.8 The office of Director shall be automatically vacated:
a) if a director shall resign his office by delivering a written resignation to the secretary of the Society;
b) it he is found to be lunatic or becomes of unsound mind;
c) if he becomes bankrupt or suspends payment or compounds with his creditors;
d) on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by a supporting decision may, by appointment, fill the vacancy with a Voting Member of the corporation.
5.2 Decisions of the Board of Directors
5.2.1 A motion put to the Board shall be passed if it receives a Supporting Decision by the Board.
5.2.2 A Supporting Decision by the Board requires that not less than half of the full Board support the decision.
5.2.3 Directors who do not vote either by abstention, absence or vacancy of post are considered to have voted against any and all motions being voted on by the Board.
5.2.4 A Quorom of the Board consists of a majority of the Board members.
5.2.5 Where all directors consent, a Board member may participate in a Borad meeting by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other.
5.3 Meetings of the Board of Directors
5.3.1 Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that seven (7) clear days notice of such meeting shall be provided to each Director, and provided that there shall be at least one (1) meeting per year of the Board of Directors.
5.3.2 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 Society shall invalidate such meeting or make void any proceedings taken thereat and any director may at any lime waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken thereat.
5.3.3 Each Director is authorized to exercise one (1) vote.
5.4 Remuneration of Directors
5.4.1 Directors, as such, shall not receive any stated remuneration for their services, 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.
5.4.2 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 and provided further that any Director that is engaged in or is a member of a firm engaged in any business or profession may act and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Society.
5.4.3 Nothing herein contained shall be construed to preclude any director from serving the Society as an Officer or in any other capacity and receiving compensation therefor.
5.5 Powers of Directors
5.5.1 The Directors of the Society may administer affairs of the Society in all things and make or cause to be made for the Society, in its name, any kind of contract which the Society 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 Society is by its charter or otherwise authorized to exercise and do.
5.5.2 The directors shall have power to authorize expenditures on behalf of the Society from lime to time and may delegate by resolution to any Officer or Officers of the Society the right to employ and pay salaries to employees. The Directors shall have the power to make expenditures for the purpose of furthering the objectives of the Society. 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 for the benefit and interest of the Society in accordance with such terms as the Board of Directors may prescribe.
5.5.3 The Board of Directors shall lake such steps as they may deem requisite to enable the Society to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Society.
5.5.4 The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to lime and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the lime of such appointment.
5.5.5 The remuneration of all officers, agents and employees of the Society shall be fixed by a Supporting Decision by the Board of Directors.
6.1.1 The Officers of the Society shall be a President, Secretary and Treasurer and any such other Officers as the Board of Directors may appoint.
6.1.2 An Officer may hold more than one office.
6.1.3 Officers other than the President shall be appointed by a Supporting Decision by the Board of Directors.
6.1.4 Any Officer may be removed from their office by a Supporting Decision by the Board of Directors. The term of office for officers other than the President shall otherwise be indefinite.
6.2.1 The office of President shall be filled at the Annual Meeting of the Society; the term of office for the office of President shall be one year.
6.2.2 Only members of the current Board of Directors are eligible to fill the office of President.
6.2.3 The office of President must be filled by a person who was a member of the Board of Directors immediately prior to the most recent Annual Meeting of the Society, if such a person is a member of the current Board of Directors, and that person is willing to become President.
6.2.4 If exactly one member of the current Board was a member of the previous year's Board, then that person shall become President tor the current year.
6.2.5 If more than one member of the current Board were members of the previous year's Board, then the President shall be chosen from among those Board members by a vote by the membership of the Society.
6.2.6 It no members of the current Board were members of the previous year's Board, then the President shall be chosen from among all of the current Board members by a vote by the membership of the Society.
6.2.7 If the office of President becomes vacant between Annual Meetings, it shall be filled promptly by appointment based on a Supporting Decision of the Board of Directors.
6.3 Duties of Officers
6.3.1 The President shall be the chief executive officer of the Society. He shall preside at all meetings of the Society and of the Board of Directors. He shall have the general and active management of the affairs of the Society. He shall see that all orders and resolutions of the Board of Directors are carried into effect.
6.3.2 In the absence or disability of the President, another of the Directors as selected by a Supporting Decision of the Board shall perform the duties and exercise the powers of the President.
6.3.3 The Treasurer shall have the custody of the funds and securities of the Society and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Society in the books belonging to the Society and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Society 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 Society as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President 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 Society. He shall also perform such other duties as may from time to time be directed by the Board of Directors.
6.3.4 The Secretary may be empowered by the Board of Directors, by a Supporting Decision by the Board of Directors, to carry on the affairs of the Society generally under the supervision of the Officers thereof 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 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 Society, which he shall deliver only when authorized by a Supporting Decision by the Board of Directors to do so and to such person or persons as may be named in the resolution.
6.3.5 The duties of all other Officers of the Society shall be such as the terms of their engagement call for or the Board of Directors requires of them.
7.1 Annual Meeting
7.1.1 The Society shall hold an Annual Meeting on such a day or days, and at such a location as determined by the Board.
7.1.2 The Secretary shall send notice to all members at least two months before the Annual Meeting, giving details of arrangements made by the Board regarding the meeting. If special business will be conducted at such a meeting, this notice shall contain sufficient information with which to form a reasoned judgement. The notice shall contain a proxy form.
7.1.3 Business at the Annual Meeting shall be conducted in the following order:
- Payment of membership dues, and renewal of memberships;
- Termination of suspensions of voting privileges;
- Registration of proxy votes with the Secretary, and Determination of Quorum;
- Calling to order;
- Reading of the minutes of the previous Annual Meeting;
- Statement by the retiring President;
- Statement by the Secretary;
- Reading of the auditor's report;
- Statement by the Treasurer;
- Dealing with any business arising from the above;
- Resolution of expulsions of members, including repaying of dues paid by those members at the current Annual Meeting;
- Nominations, then elections to the Board of Directors;
- Changing of the Board of Directors occurs;
- New President is selected (by vote, if applicable);
- Other business as required, including motions from the membership;
- Motion to adjourn.
7.2 General Meetings
7.2.1 The Board of Directors of the Society may arrange General Meetings of the Society. Business may be transacted at such meetings as decided by the Board.
7.2.2 The Secretary shall give reasonable notice of such meetings to all voting members. If special business will be conducted at such a meeting, this notice shall contain sufficient information with which to form a reasoned judgement. The notice shall contain a proxy form.
7.3 Other Meetings
7.3.1 The Board of Directors or Officers of the Society may arrange other meetings in order to further the objectives of the Society.
7.4.1 The Board of Directors or Officers of the Society may arrange for the holding of Conferences in order to further the objectives of the Society, or to assist other persons with objectives similar to those of the Society, even if those persons are not members of the Society.
8. Voting of Members
8.1 Only Voting Members may vote at meetings of the Society.
8.2 Each Voting Member is entitled to one (1) vote.
8.3 Members may vole by proxy. In order to be exercised, proxy votes must be registered with the Secretary by the person wishing to exercise the proxy, prior to exercising the proxy. Proxy holders must be Voting Members of the Society. Proxies must be written on a form provided by the Board.
8.4 The lesser of one-third of the Voting Members of the Society (including proxy votes), and one-hundred Voting Members (including proxy votes) shall constitute a Quorum.
8.5 Two-thirds of a Quorum is required to pass any motion put to the membership of the Society.
9. Enactment and Amendment of By-laws
9.1 New By-laws of the Society may be enacted by a Supporting Decision by the Board of Directors at a meeting of the Board of Directors.
9.2 The By-laws of the Society not embodied in the letters patent may be repealed or amended by a Supporting Decision by the Board of Directors at a meeting of the Board of Directors, and must be sanctioned by at least 2/3 (two-thirds) of the voting members present at an Annual Meeting or General Meeting of the Society, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
10. Execution of Documents
10.1 Contracts, documents, or any instruments of writing requiring the signature of the Society, shall be signed by two officers thereby being binding upon the Society without any further authorization or formality.
10.2 The Board may give the Society's power of attorney to any registered dealer in securities for the purposes of the transferring of and the dealing with any stocks, bonds and other securities of the Society.
10.3 The Seal of the Society, 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.
10.4 The Board shall have power to from time to lime by resolution appoint an officers or officers on behalf of the Society to sign specific contracts, documents and instruments in writing.
11.1 The Voting Members shall at each Annual Meeting appoint an auditor to audit the accounts of the Society to hold office until the next Annual Meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
12. Books and Records
12.1 The Directors shall see that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute or law are regularly and properly kept.